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 811-3587

Fidelity Financial 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:	November 30

Date of reporting period:	November 30, 2011

Item 1. Reports to Stockholders

Fidelity®

Convertible Securities

Fund

Annual Report

November 30, 2011

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(The Acting Chairman's photo appears here.)

Dear Shareholder:

The unusually high level of volatility that global equity markets have experienced since early August continued through the end of November. Most major indexes were unable to gain much traction during this time frame, as concern about the sovereign debt crisis in Europe continued to overshadow strong corporate earnings and better-than-expected economic news. High-grade bonds, meanwhile, fared slightly better amid periodic flights to quality. Financial markets are difficult to predict, of course, but you can help put the odds in your favor by following these time-tested investment principles.

One of the basic tenets is to invest according to your time horizon. For long-term investors, riding out the markets' inevitable ups and downs has proven much more effective than making decisions based on short-term developments. If your goal is approaching, you can also benefit from patience and restraint, rather than attempting to time the market. No matter your time horizon, missing only a few of the markets' best days can significantly diminish returns. Patience also affords the benefits of compounding - earning interest on additional income or reinvested dividends and capital gains. While staying the course doesn't eliminate risk, it can considerably lessen the negative impact of short-term downturns.

Asset allocation is another principle to manage risk. As you spread your portfolio among the asset classes, be sure to consider your time horizon, risk tolerance and investment objectives. Younger investors may be better served by emphasizing equities, which historically have been the best-performing asset class over time. Investors who are nearing a specific goal, such as retirement or sending a child to college, may choose to favor bonds and other investments that have tended to be more stable. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. After deciding on a suitable allocation strategy, make sure your portfolio is adequately diversified, with exposure to stocks of small-, mid- and large-cap companies in a range of sectors, for example. And today, more than ever, geographic diversification should be taken into account.

Lastly, investing a certain amount of money on a regular basis - a principle known as dollar-cost averaging - can help lower the average cost of your purchases, while also giving you the discipline to avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to learn more by visiting us on the Internet, dropping by one of our Investor Centers or calling us by phone. It is our privilege to provide the resources you need to choose investments that are right for you.

Sincerely,

(The Acting Chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended November 30, 2011	Past 1 year	Past 5 years	Past 10 years
Fidelity® Convertible Securities Fund	-2.54%	2.29%	5.54%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Convertible Securities Fund on November 30, 2001. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill Lynch^SM All US Convertibles Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: Convertible securities scuffled during the year ending November 30, 2011, with The BofA Merrill Lynch^SM All US Convertibles Index returning -1.90%. To compare, The BofA Merrill Lynch^SM US High Yield Constrained Index and the Barclays Capital® U.S. Aggregate Bond Index - which measure the performance of high-yield bonds and investment-grade debt, respectively - gained 3.63% and 5.52%. The S&P 500® Index, a common proxy for the performance of large-capitalization U.S. equities, rose 7.83%. Convertibles performed well earlier in the period, but then struggled due to several factors. First, almost one-fourth of the convertibles index was made up of financials, an underperforming sector. At the same time, the traditionally defensive utilities and consumer staples groups, which led the market, accounted for only 2% to 3% of the index. Further, due to their hybrid nature, convertibles historically have offered participation in the upside potential of stocks, along with the downside protection offered by bonds. However, a sharp uptick in volatility, fueled in large part by the sovereign debt crisis in Europe, led to many days during the latter half of the period when both corporate bonds and equities declined, essentially eliminating the benefit convertibles tend to offer. October proved to be an exception, as most asset classes rallied due to better-than-expected U.S. economic data and strong corporate earnings reports.

Comments from Thomas Soviero, Portfolio Manager of Fidelity® Convertible Securities Fund: For the year, the fund's Retail Class shares returned -2.54%, underperforming the BofA Merrill Lynch convertibles index. The fund was hurt by its positioning in consumer discretionary and industrials, especially an outsized stake in the very weak transportation group. Individual detractors included automakers General Motors and Ford Motor, AMR - parent company of American Airlines - US Airways, and coal producers Peabody Energy and Alpha Natural Resources. I sold AMR before period end. On the plus side, the fund's positioning in energy and financials helped, as did security selection in health care. The biggest individual contributors were energy companies El Paso and Chesapeake Energy, banking firm Wells Fargo, Valeant Pharmaceuticals International and voice-activated application software provider Nuance Communications.

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, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 to November 30, 2011).

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 June 1, 2011	Ending Account Value November 30, 2011	Expenses Paid During Period* June 1, 2011 to November 30, 2011
Class A	.91%
Actual		$ 1,000.00	$ 846.20	$ 4.21
Hypothetical^A		$ 1,000.00	$ 1,020.51	$ 4.61
Class T	1.22%
Actual		$ 1,000.00	$ 845.20	$ 5.64
Hypothetical^A		$ 1,000.00	$ 1,018.95	$ 6.17
Class B	1.76%
Actual		$ 1,000.00	$ 843.00	$ 8.13
Hypothetical^A		$ 1,000.00	$ 1,016.24	$ 8.90
Class C	1.70%
Actual		$ 1,000.00	$ 842.70	$ 7.85
Hypothetical^A		$ 1,000.00	$ 1,016.55	$ 8.59
Convertible Securities	.64%
Actual		$ 1,000.00	$ 847.20	$ 2.96
Hypothetical^A		$ 1,000.00	$ 1,021.86	$ 3.24
Institutional Class	.69%
Actual		$ 1,000.00	$ 847.50	$ 3.20
Hypothetical^A		$ 1,000.00	$ 1,021.61	$ 3.50

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Investments as of November 30, 2011
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
General Motors Co. 4.75%	6.5	6.2
Wells Fargo & Co. 7.50%	6.4	4.8
Peabody Energy Corp. 4.75% 12/15/66	6.2	5.6
El Paso Corp.	4.2	4.0
MGM Mirage, Inc. 4.25% 4/15/15	3.9	3.5
Ford Motor Co. 4.25% 11/15/16	2.8	2.6
Alpha Natural Resources, Inc. 2.375% 4/15/15	2.7	2.5
Chesapeake Energy Corp. 2.5% 5/15/37	2.4	2.4
Citigroup, Inc. 7.50%	2.4	2.0
ON Semiconductor Corp. 2.625% 12/15/26	2.0	1.6
	39.5
Top Five Market Sectors as of November 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	21.0	19.1
Energy	20.4	20.7
Consumer Discretionary	17.3	17.1
Financials	14.2	11.6
Industrials	10.4	11.9

Asset Allocation (% of fund's net assets)
As of November 30, 2011*			As of May 31, 2011**
	Convertible Securities 87.3%			Convertible Securities 83.4%
	Stocks 8.3%			Stocks 12.1%
	Nonconvertible Bonds 0.6%			Nonconvertible Bonds 0.0%
	Short-Term Investments and Net Other Assets 3.3%			Short-Term Investments and Net Other Assets 4.5%
	Floating Rate Loans 0.5%			Floating Rate Loans 0.0%
* Foreign investments		4.6%	** Foreign investments		5.0%

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Annual Report

Investments November 30, 2011

Showing Percentage of Net Assets

Corporate Bonds - 65.7%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 65.1%
CONSUMER DISCRETIONARY - 9.2%
Auto Components - 0.1%
BorgWarner, Inc. 3.5% 4/15/12	$ 910		$ 1,835
Automobiles - 2.8%
Ford Motor Co. 4.25% 11/15/16	40,000		56,416
Diversified Consumer Services - 1.2%
Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12	5,490		10,226
Regis Corp. 5% 7/15/14	2,230		2,739
Stewart Enterprises, Inc. 3.375% 7/15/16 (e)	11,000		10,457
			23,422
Hotels, Restaurants & Leisure - 3.9%
MGM Mirage, Inc. 4.25% 4/15/15	82,300		76,642
Media - 1.2%
Virgin Media, Inc. 6.5% 11/15/16	8,000		11,306
XM Satellite Radio, Inc. 7% 12/1/14 (e)	10,000		12,900
			24,206
TOTAL CONSUMER DISCRETIONARY			182,521
CONSUMER STAPLES - 2.2%
Beverages - 0.8%
Molson Coors Brewing Co. 2.5% 7/30/13	14,000		14,848
Food Products - 1.4%
Smithfield Foods, Inc. 4% 6/30/13	22,250		27,514
TOTAL CONSUMER STAPLES			42,362
ENERGY - 15.7%
Energy Equipment & Services - 1.2%
Hornbeck Offshore Services, Inc. 1.625% 11/15/26 (c)(e)	5,000		5,131
Oil States International, Inc. 2.375% 7/1/25 (e)	4,500		10,699
SESI LLC 1.5% 12/15/26 (c)(e)	7,000		6,990
			22,820
Oil, Gas & Consumable Fuels - 14.5%
Alpha Natural Resources, Inc. 2.375% 4/15/15	57,000		53,312
Chesapeake Energy Corp. 2.5% 5/15/37	50,250		47,190
Peabody Energy Corp. 4.75% 12/15/66	117,250		122,673
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Pioneer Natural Resources Co. 2.875% 1/15/38	$ 20,000		$ 32,575
Western Refining, Inc. 5.75% 6/15/14	24,185		31,864
			287,614
TOTAL ENERGY			310,434
FINANCIALS - 1.5%
Diversified Financial Services - 1.0%
The NASDAQ Stock Market, Inc. 2.5% 8/15/13	20,000		20,300
Insurance - 0.5%
Fidelity National Financial, Inc. 4.25% 8/15/18 (e)	10,000		9,719
TOTAL FINANCIALS			30,019
HEALTH CARE - 3.2%
Health Care Equipment & Supplies - 1.9%
Alere, Inc. 3% 5/15/16	31,000		28,830
SonoSite, Inc. 3.75% 7/15/14	7,000		8,488
			37,318
Health Care Providers & Services - 0.3%
Omnicare, Inc.:
3.25% 12/15/35	2,086		1,909
3.75% 12/15/25	3,610		4,808
			6,717
Life Sciences Tools & Services - 0.2%
Charles River Laboratories International, Inc. 2.25% 6/15/13 (e)	4,000		3,911
Pharmaceuticals - 0.8%
Akorn, Inc. 3.5% 6/1/16 (e)	5,000		7,052
Nektar Therapeutics 3.25% 9/28/12	9,000		8,933
			15,985
TOTAL HEALTH CARE			63,931
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INDUSTRIALS - 9.9%
Aerospace & Defense - 0.9%
GenCorp, Inc. 4.0625% 12/31/39	$ 7,830		$ 7,184
Textron, Inc. 4.5% 5/1/13	6,440		10,228
			17,412
Airlines - 2.5%
Continental Airlines, Inc. 4.5% 1/15/15	9,280		10,892
UAL Corp.:
4.5% 6/30/21 (e)	10,500		8,881
4.5% 6/30/21	5,000		4,229
6% 10/15/29	3,600		7,886
US Airways Group, Inc.:
7% 9/30/20 (e)	4,810		3,848
7.25% 5/15/14	11,200		13,860
			49,596
Commercial Services & Supplies - 0.9%
Metalico, Inc. 7% 4/30/28	22,500		18,675
Construction & Engineering - 0.5%
MasTec, Inc. 4.25% 12/15/14	8,000		10,165
Electrical Equipment - 0.7%
General Cable Corp. 4.5% 11/15/29 (c)	14,800		14,510
Machinery - 2.7%
Greenbrier Companies, Inc.:
2.375% 5/15/26 (e)	5,500		5,273
2.375% 5/15/26	8,000		7,670
3.5% 4/1/18 (e)	2,860		2,622
Terex Corp. 4% 6/1/15	19,590		23,232
Trinity Industries, Inc. 3.875% 6/1/36	15,000		14,494
			53,291
Marine - 0.9%
Excel Maritime Carriers Ltd. 1.875% 10/15/27 (e)	34,000		17,680
Road & Rail - 0.8%
Hertz Global Holdings, Inc. 5.25% 6/1/14	10,000		15,175
TOTAL INDUSTRIALS			196,504
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - 19.7%
Communications Equipment - 1.1%
JDS Uniphase Corp. 1% 5/15/26 (e)	$ 14,000		$ 13,825
Lucent Technologies, Inc. 2.875% 6/15/25	10,000		8,725
			22,550
Computers & Peripherals - 2.1%
EMC Corp.:
1.75% 12/1/13 (e)	17,000		25,744
1.75% 12/1/13	10,000		15,144
			40,888
Electronic Equipment & Components - 1.4%
Anixter International, Inc. 1% 2/15/13 (e)	4,540		5,232
SYNNEX Corp. 4% 5/15/18	10,000		11,325
Vishay Intertechnology, Inc.:
2.25% 11/15/40 (e)	7,000		5,959
2.25% 5/15/41 (e)	7,000		5,093
			27,609
Internet Software & Services - 1.8%
Equinix, Inc.:
3% 10/15/14	10,000		11,076
4.75% 6/15/16	10,000		13,900
VeriSign, Inc. 3.25% 8/15/37	10,000		11,363
			36,339
IT Services - 0.9%
CACI International, Inc. 2.125% 5/1/14	6,000		7,103
DST Systems, Inc. 4.125% 8/15/23	8,267		9,663
			16,766
Semiconductors & Semiconductor Equipment - 9.8%
Advanced Micro Devices, Inc. 6% 5/1/15	11,916		11,618
Amkor Technology, Inc. 6% 4/15/14	8,890		14,588
Intel Corp. 3.25% 8/1/39	28,000		35,840
Micron Technology, Inc.:
1.5% 8/1/31 (e)	10,000		8,600
1.875% 8/1/31 (e)	20,000		17,150
4.25% 10/15/13	6,130		8,298
Novellus Systems, Inc. 2.625% 5/15/41 (e)	20,000		20,300
ON Semiconductor Corp.:
1.875% 12/15/25 (e)	3,750		4,495
1.875% 12/15/25	10,000		12,075
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
ON Semiconductor Corp.: - continued
2.625% 12/15/26	$ 35,330		$ 38,554
PMC-Sierra, Inc. 2.25% 10/15/25	10,000		9,969
Xilinx, Inc. 3.125% 3/15/37	10,000		11,576
			193,063
Software - 2.6%
Nuance Communications, Inc.:
2.75% 8/15/27	23,085		32,608
2.75% 11/1/31 (e)	18,200		19,396
			52,004
TOTAL INFORMATION TECHNOLOGY			389,219
MATERIALS - 1.5%
Metals & Mining - 1.5%
Alcoa, Inc. 5.25% 3/15/14	5,000		8,563
ArcelorMittal SA 5% 5/15/14	2,170		2,329
Goldcorp, Inc. 2% 8/1/14	5,000		6,757
Horsehead Holding Corp. 3.8% 7/1/17 (e)	5,000		4,731
Newmont Mining Corp. 1.625% 7/15/17	5,000		8,013
			30,393
TELECOMMUNICATION SERVICES - 2.2%
Diversified Telecommunication Services - 1.2%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (e)	9,990		3,834
Level 3 Communications, Inc. 7% 3/15/15	10,000		11,550
Time Warner Telecom, Inc. 2.375% 4/1/26	6,000		6,945
			22,329
Wireless Telecommunication Services - 1.0%
Leap Wireless International, Inc. 4.5% 7/15/14	23,000		19,981
TOTAL TELECOMMUNICATION SERVICES			42,310
TOTAL CONVERTIBLE BONDS			1,287,693
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - 0.6%
MATERIALS - 0.1%
Chemicals - 0.1%
OMNOVA Solutions, Inc. 7.875% 11/1/18	$ 2,960		$ 2,501
TELECOMMUNICATION SERVICES - 0.5%
Diversified Telecommunication Services - 0.5%
Intelsat Luxembourg SA 11.25% 2/4/17	10,000		9,150
TOTAL NONCONVERTIBLE BONDS			11,651
TOTAL CORPORATE BONDS (Cost $1,313,158)		1,299,344

Common Stocks - 8.3%
	Shares
CONSUMER DISCRETIONARY - 0.4%
Diversified Consumer Services - 0.4%
Service Corp. International	643,000		6,591
Hotels, Restaurants & Leisure - 0.0%
Ambassadors International, Inc. (a)(d)	230,377		8
Media - 0.0%
HMH Holdings, Inc. (a)(g)	52,880		79
HMH Holdings, Inc. warrants 3/9/17 (a)(g)	164,823		8
			87
TOTAL CONSUMER DISCRETIONARY			6,686
ENERGY - 4.2%
Oil, Gas & Consumable Fuels - 4.2%
El Paso Corp.	3,318,164		82,987
FINANCIALS - 1.5%
Commercial Banks - 1.5%
Huntington Bancshares, Inc.	5,620,500		29,508
HEALTH CARE - 0.9%
Pharmaceuticals - 0.9%
Valeant Pharmaceuticals International, Inc. (Canada)	395,333		18,295
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 1.3%
Electronic Equipment & Components - 0.5%
Viasystems Group, Inc. (a)	549,643		$ 10,025
Semiconductors & Semiconductor Equipment - 0.8%
ON Semiconductor Corp. (a)	2,169,500		16,336
TOTAL INFORMATION TECHNOLOGY			26,361
TOTAL COMMON STOCKS (Cost $121,774)		163,837
Convertible Preferred Stocks - 22.2%

CONSUMER DISCRETIONARY - 7.7%
Automobiles - 6.5%
General Motors Co. 4.75%	3,745,600		127,867
Household Durables - 0.1%
Hovnanian Enterprises, Inc./K. Hovanian Enterprises, Inc. 7.25%	125,000		891
Leisure Equipment & Products - 0.2%
Callaway Golf Co. 7.50%	50,000		4,813
Media - 0.9%
Interpublic Group of Companies, Inc. 5.25%	10,000		9,336
LodgeNet Entertainment Corp. 10.00% (e)	11,118		8,771
			18,107
TOTAL CONSUMER DISCRETIONARY			151,678
CONSUMER STAPLES - 1.1%
Food Products - 1.1%
Bunge Ltd. 4.875%	237,000		22,885
ENERGY - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
Apache Corp. 6.00%	94,200		5,358
ATP Oil & Gas Corp. Series B, 8.00%	110,000		4,249
			9,607
Convertible Preferred Stocks - continued
	Shares		Value (000s)
FINANCIALS - 11.2%
Commercial Banks - 6.5%
Huntington Bancshares, Inc. 8.50%	2,100		$ 2,201
Wells Fargo & Co. 7.50%	120,550		127,060
			129,261
Diversified Financial Services - 4.2%
Bank of America Corp. Series L, 7.25%	47,085		36,490
Citigroup, Inc. 7.50%	553,300		46,616
			83,106
Insurance - 0.2%
Assured Guaranty Ltd. 8.50%	100,000		4,112
Real Estate Investment Trusts - 0.3%
Health Care REIT, Inc. Series I, 6.50%	98,800		4,835
TOTAL FINANCIALS			221,314
HEALTH CARE - 1.6%
Health Care Providers & Services - 1.6%
Tenet Healthcare Corp. 7.00%	40,000		32,152
UTILITIES - 0.1%
Electric Utilities - 0.1%
PPL Corp. 8.75%	38,300		2,102
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $535,805)		439,738

Floating Rate Loans - 0.5%
	Principal Amount (000s)
INDUSTRIALS - 0.5%
Airlines - 0.5%
US Airways Group, Inc. term loan 2.76% 3/23/14 (f) (Cost $9,414)	$ 10,845	9,327

Money Market Funds - 2.6%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b) (Cost $52,282)	52,281,819		$ 52,282
TOTAL INVESTMENT PORTFOLIO - 99.3% (Cost $2,032,433)			1,964,528
NET OTHER ASSETS (LIABILITIES) - 0.7%			13,639
NET ASSETS - 100%		$ 1,978,167

Legend

(a) Non-income producing

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

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

(d) Affiliated company

(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 $248,293,000 or 12.6% of net assets.

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

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $87,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
HMH Holdings, Inc.	8/1/08 - 12/31/09	$ 6,902
HMH Holdings, Inc. warrants 3/9/17	3/9/10	$ 48

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 125
Fidelity Securities Lending Cash Central Fund	18
Total	$ 143

Other Affiliated Issuers

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

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Ambassadors International, Inc.	$ 389	$ -	$ -	$ -	$ 8
Total	$ 389	$ -	$ -	$ -	$ 8

Other Information

The following is a summary of the inputs used, as of November 30, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 158,364	$ 135,357	$ 22,999	$ 8
Consumer Staples	22,885	-	22,885	-
Energy	92,594	88,345	4,249	-
Financials	250,822	241,875	8,947	-
Health Care	50,447	18,295	32,152	-
Information Technology	26,361	26,361	-	-
Utilities	2,102	-	2,102	-
Corporate Bonds	1,299,344	-	1,299,344	-
Floating Rate Loans	9,327	-	9,327	-
Money Market Funds	52,282	52,282	-	-
Total Investments in Securities:	$ 1,964,528	$ 562,515	$ 1,402,005	$ 8

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

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 1,876
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	524
Cost of Purchases	-
Proceeds of Sales	(2,392)
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 8
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2011	$ (74)

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

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

AAA,AA,A	3.9%
BBB	6.3%
BB	22.6%
B	14.0%
CCC,CC,C	6.4%
Not Rated	13.0%
Equities	30.5%
Short-Term Investments and Net Other Assets	3.3%
	100.0%

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

Income Tax Information

At November 30, 2011, the Fund had a capital loss carryforward of approximately $157,179,000 all of which will expire in fiscal 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2011

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $1,975,511)	$ 1,912,238
Fidelity Central Funds (cost $52,282)	52,282
Other affiliated issuers (cost $4,640)	8
Total Investments (cost $2,032,433)		$ 1,964,528
Receivable for investments sold		2,968
Receivable for fund shares sold		674
Dividends receivable		5,006
Interest receivable		12,327
Distributions receivable from Fidelity Central Funds		4
Prepaid expenses		8
Other receivables		4
Total assets		1,985,519

Liabilities
Payable for fund shares redeemed	$ 5,848
Accrued management fee	1,047
Distribution and service plan fees payable	21
Other affiliated payables	370
Other payables and accrued expenses	66
Total liabilities		7,352

Net Assets		$ 1,978,167
Net Assets consist of:
Paid in capital		$ 2,187,297
Undistributed net investment income		23,529
Accumulated undistributed net realized gain (loss) on investments		(164,754)
Net unrealized appreciation (depreciation) on investments		(67,905)
Net Assets		$ 1,978,167

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2011

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($32,929 ÷ 1,440.81 shares)		$ 22.85

Maximum offering price per share (100/94.25 of $22.85)		$ 24.24
Class T: Net Asset Value and redemption price per share ($4,502 ÷ 196.88 shares)		$ 22.87

Maximum offering price per share (100/96.50 of $22.87)		$ 23.70
Class B: Net Asset Value and offering price per share ($1,116 ÷ 48.91 shares)^A		$ 22.82

Class C: Net Asset Value and offering price per share ($12,659 ÷ 556.32 shares)^A		$ 22.75

Convertible Securities: Net Asset Value, offering price and redemption price per share ($1,903,959 ÷ 83,052.74 shares)		$ 22.92

Institutional Class: Net Asset Value, offering price and redemption price per share ($23,002 ÷ 1,004.49 shares)		$ 22.90

^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

Amounts in thousands	Year ended November 30, 2011

Investment Income
Dividends		$ 35,030
Interest		55,189
Income from Fidelity Central Funds		143
Total income		90,362

Expenses
Management fee Basic fee	$ 11,116
Performance adjustment	(1,829)
Transfer agent fees	4,432
Distribution and service plan fees	253
Accounting and security lending fees	728
Custodian fees and expenses	33
Independent trustees' compensation	14
Registration fees	139
Audit	77
Legal	22
Miscellaneous	25
Total expenses before reductions	15,010
Expense reductions	(22)	14,988
Net investment income (loss)		75,374
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		137,050
Change in net unrealized appreciation (depreciation) on investment securities		(266,196)
Net gain (loss)		(129,146)
Net increase (decrease) in net assets resulting from operations		$ (53,772)

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2011	Year ended November 30, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 75,374	$ 84,135
Net realized gain (loss)	137,050	77,314
Change in net unrealized appreciation (depreciation)	(266,196)	227,214
Net increase (decrease) in net assets resulting from operations	(53,772)	388,663
Distributions to shareholders from net investment income	(76,767)	(87,526)
Share transactions - net increase (decrease)	(212,577)	(332,532)
Total increase (decrease) in net assets	(343,116)	(31,395)

Net Assets
Beginning of period	2,321,283	2,352,678
End of period (including undistributed net investment income of $23,529 and undistributed net investment income of $26,134, respectively)	$ 1,978,167	$ 2,321,283

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

Annual Report

Financial Highlights - Class A

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.22	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.72	.75	.58
Net realized and unrealized gain (loss)	(1.34)	3.01	8.53
Total from investment operations	(.62)	3.76	9.11
Distributions from net investment income	(.75)	(.79)	(.65)
Net asset value, end of period	$ 22.85	$ 24.22	$ 21.25
Total Return^{B, C, D}	(2.79)%	18.05%	72.83%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	.88%	.87%	1.04%^A
Expenses net of fee waivers, if any	.88%	.87%	1.04%^A
Expenses net of all reductions	.88%	.87%	1.04%^A
Net investment income (loss)	2.84%	3.29%	3.70%^A
Supplemental Data
Net assets, end of period (in millions)	$ 33	$ 19	$ 6
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

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

Annual Report

Financial Highlights - Class T

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.23	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.65	.69	.57
Net realized and unrealized gain (loss)	(1.34)	3.01	8.52
Total from investment operations	(.69)	3.70	9.09
Distributions from net investment income	(.67)	(.72)	(.63)
Net asset value, end of period	$ 22.87	$ 24.23	$ 21.25
Total Return^{B, C, D}	(3.07)%	17.74%	72.60%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.18%	1.13%	1.25%^A
Expenses net of fee waivers, if any	1.18%	1.13%	1.25%^A
Expenses net of all reductions	1.17%	1.13%	1.25%^A
Net investment income (loss)	2.55%	3.03%	3.83%^A
Supplemental Data
Net assets, end of period (in millions)	$ 5	$ 4	$ 2
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class B

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.17	$ 21.22	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.51	.56	.50
Net realized and unrealized gain (loss)	(1.34)	3.01	8.51
Total from investment operations	(.83)	3.57	9.01
Distributions from net investment income	(.52)	(.62)	(.58)
Net asset value, end of period	$ 22.82	$ 24.17	$ 21.22
Total Return^{B, C, D}	(3.59)%	17.08%	71.85%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.73%	1.69%	1.78%^A
Expenses net of fee waivers, if any	1.73%	1.69%	1.78%^A
Expenses net of all reductions	1.73%	1.69%	1.78%^A
Net investment income (loss)	2.00%	2.47%	3.41%^A
Supplemental Data
Net assets, end of period (in millions)	$ 1	$ 1	$ 1
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class C

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.14	$ 21.20	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.51	.56	.47
Net realized and unrealized gain (loss)	(1.33)	3.01	8.53
Total from investment operations	(.82)	3.57	9.00
Distributions from net investment income	(.57)	(.63)	(.59)
Net asset value, end of period	$ 22.75	$ 24.14	$ 21.20
Total Return^{B, C, D}	(3.57)%	17.13%	71.81%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.67%	1.66%	1.80%^A
Expenses net of fee waivers, if any	1.67%	1.66%	1.80%^A
Expenses net of all reductions	1.67%	1.66%	1.80%^A
Net investment income (loss)	2.06%	2.50%	3.17%^A
Supplemental Data
Net assets, end of period (in millions)	$ 13	$ 5	$ 2
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Convertible Securities

Years ended November 30,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 24.29	$ 21.30	$ 13.55	$ 28.71	$ 25.21
Income from Investment Operations
Net investment income (loss)^B	.79	.81	.96	.76	.59
Net realized and unrealized gain (loss)	(1.35)	3.02	7.78	(14.43)	3.43
Total from investment operations	(.56)	3.83	8.74	(13.67)	4.02
Distributions from net investment income	(.81)	(.84)	(.99)	(.64)	(.50)
Distributions from net realized gain	-	-	-	(.85)	(.02)
Total distributions	(.81)	(.84)	(.99)	(1.49)	(.52)
Net asset value, end of period	$ 22.92	$ 24.29	$ 21.30	$ 13.55	$ 28.71
Total Return^A	(2.54)%	18.37%	67.65%	(50.09)%	16.02%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.61%	.59%	.70%	.78%	.79%
Expenses net of fee waivers, if any	.61%	.59%	.69%	.78%	.79%
Expenses net of all reductions	.61%	.59%	.69%	.78%	.79%
Net investment income (loss)	3.12%	3.57%	5.59%	3.06%	2.11%
Supplemental Data
Net assets, end of period (in millions)	$ 1,904	$ 2,287	$ 2,340	$ 1,439	$ 2,919
Portfolio turnover rate^D	24%	28%	31%	39%	24%

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

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

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,	2011	2010	2009^G
Selected Per-Share Data
Net asset value, beginning of period	$ 24.27	$ 21.29	$ 12.79
Income from Investment Operations
Net investment income (loss)^D	.77	.80	.63
Net realized and unrealized gain (loss)	(1.33)	3.02	8.54
Total from investment operations	(.56)	3.82	9.17
Distributions from net investment income	(.81)	(.84)	(.67)
Net asset value, end of period	$ 22.90	$ 24.27	$ 21.29
Total Return^{B, C}	(2.55)%	18.34%	73.31%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.65%	.60%	.73%^A
Expenses net of fee waivers, if any	.65%	.60%	.73%^A
Expenses net of all reductions	.65%	.60%	.73%^A
Net investment income (loss)	3.07%	3.56%	4.19%^A
Supplemental Data
Net assets, end of period (in millions)	$ 23	$ 6	$ 3
Portfolio turnover rate^F	24%	28%	31%

^A Annualized

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

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

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

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

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

^G For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2011

(Amounts in thousands except percentages)

1. Organization.

Fidelity Convertible Securities Fund (the Fund) is a fund of Fidelity Financial Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Convertible Securities and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the 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.

Annual Report

3. Significant Accounting Policies - continued

Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. 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 market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of November 30, 2011, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds and floating rate loans, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

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

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

Annual Report

3. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company, including 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. As of November 30, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

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

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

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

Gross unrealized appreciation	$ 190,711
Gross unrealized depreciation	(250,825)
Net unrealized appreciation (depreciation) on securities and other investments	$ (60,114)

Tax Cost	$ 2,024,642

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

Undistributed ordinary income	$ 14,561
Capital loss carryforward	$ (157,179)
Net unrealized appreciation (depreciation)	$ (60,114)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be November 30, 2012.

The tax character of distributions paid was as follows:

	November 30, 2011	November 30, 2010
Ordinary Income	$ 76,767	$ 87,526

New Accounting Pronouncement. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Operating Policies.

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

Annual Report

4. Operating Policies - continued

Restricted Securities - continued

at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $556,541 and $801,416, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .15% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Convertible Securities as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .38% of the Fund's average net assets.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 87	$ 5
Class T	.25%	.25%	30	-*
Class B	.75%	.25%	13	10
Class C	.75%	.25%	123	75
			$ 253	$ 90

* Amount represents nine dollars.

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

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

	Retained by FDC
Class A	$ 55
Class T	4
Class B*	3
Class C*	6
	$ 68

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

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 73	.21
Class T	15	.25
Class B	4	.30
Class C	30	.24
Convertible Securities	4,261	.18
Institutional Class	49	.23
	$ 4,432

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 $9 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $8 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Security Lending - continued

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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $18, including one hundred thirteen dollars from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $21 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2011	2010
From net investment income
Class A	$ 964	$ 362
Class T	145	84
Class B	26	26
Class C	253	87
Convertible Securities	74,771	86,745
Institutional Class	608	222
Total	$ 76,767	$ 87,526

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2011	2010	2011	2010
Class A
Shares sold	1,463	1,087	$ 38,298	$ 24,711
Reinvestment of distributions	28	13	713	297
Shares redeemed	(828)	(592)	(20,357)	(13,289)
Net increase (decrease)	663	508	$ 18,654	$ 11,719
Class T
Shares sold	206	218	$ 5,378	$ 5,074
Reinvestment of distributions	6	4	140	81
Shares redeemed	(160)	(168)	(3,916)	(3,714)
Net increase (decrease)	52	54	$ 1,602	$ 1,441
Class B
Shares sold	21	44	$ 566	$ 1,007
Reinvestment of distributions	1	1	18	17
Shares redeemed	(21)	(27)	(527)	(604)
Net increase (decrease)	1	18	$ 57	$ 420
Class C
Shares sold	542	180	$ 14,072	$ 4,099
Reinvestment of distributions	8	3	187	72
Shares redeemed	(204)	(52)	(4,875)	(1,197)
Net increase (decrease)	346	131	$ 9,384	$ 2,974
Convertible Securities
Shares sold	20,504	18,970	$ 533,363	$ 430,425
Reinvestment of distributions	2,642	3,506	66,219	78,155
Shares redeemed	(34,235)	(38,186)	(862,374)	(860,169)
Net increase (decrease)	(11,089)	(15,710)	$ (262,792)	$ (351,589)
Institutional Class
Shares sold	1,454	400	$ 37,674	$ 9,185
Reinvestment of distributions	16	6	391	133
Shares redeemed	(719)	(298)	(17,547)	(6,815)
Net increase (decrease)	751	108	$ 20,518	$ 2,503

12. 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 Financial Trust and the Shareholders of Fidelity Convertible Securities 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 Convertible Securities Fund (a fund of Fidelity Financial Trust) at November 30, 2011, 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 Convertible Securities 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 November 30, 2011 by correspondence with the custodian, agent banks and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 17, 2012

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 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 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Thomas C. Hense (47)
	Year of Election or Appointment: 2008 or 2010 Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).]
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and 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 (53)
	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).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (50)
	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 and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

A total of .06% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates $37,461,284.84 of distributions paid during the period January 1, 2011 to November 30, 2011 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund designates 3%, 3%, and 3% of the dividends distributed in April, July, and October 2011, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 3%, 3%, and 3% of the dividends distributed in in April, July, and October 2011, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Convertible Securities Fund

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

The Board meets regularly and 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 various 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 Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (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.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

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

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

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

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of the retail class and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (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 numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Convertible Securities Fund

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

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. 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, and without giving effect to the fund's performance adjustment. "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 13% means that 87% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Convertible Securities Fund

cvs77827

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

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

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

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

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

Annual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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 and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) cvs77829
1-800-544-5555

Automated line for quickest service

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CVS-UANN-0112
1.786706.108

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

Convertible Securities

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

Annual Report

November 30, 2011

Class A, Class T, Class B, and Class C are classes of Fidelity® Convertible Securities Fund

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

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(The Acting Chairman's photo appears here.)

Dear Shareholder:

Sincerely,

(The Acting Chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended November 30, 2011	Past 1 year	Past 5 years	Past 10 years
Class A (incl. 5.75% sales charge)^A	-8.38%	0.93%	4.84%
Class T (incl. 3.50% sales charge)^B	-6.46%	1.27%	5.01%
Class B (incl. contingent deferred sales charge) ^C	-8.31%	1.34%	5.23%
Class C (incl. contingent deferred sales charge) ^D	-4.51%	1.69%	5.23%

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

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

^C Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on February 19, 2009. Returns prior to February 19, 2009 are those of Fidelity Convertible Securities Fund, the original class of the fund, which has no 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to February 19, 2009 would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five years, and past 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 Fidelity Convertible Securities Fund, the original class of the fund, which has no 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to February 19, 2009 would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five years, and past 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® Convertible Securities Fund - Class A on November 30, 2001, 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 BofA Merrill Lynch^SM All US Convertibles Index performed over the same period. The initial offering of Fidelity Advisor® Convertible Securities Fund - Class A took place on February 19, 2009. See the previous page for additional information regarding the performance of Fidelity Advisor Convertible Securities Fund - Class A.

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Annual Report

Management's Discussion of Fund Performance

Comments from Thomas Soviero, Portfolio Manager of Fidelity Advisor® Convertible Securities Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned -2.79%, -3.07%, -3.59% and -3.57%, respectively (excluding sales charges), underperforming the BofA Merrill Lynch convertibles index. The fund was hurt by its positioning in consumer discretionary and industrials, especially an outsized stake in the very weak transportation group. Individual detractors included automakers General Motors and Ford Motor, AMR - parent company of American Airlines - US Airways, and coal producers Peabody Energy and Alpha Natural Resources. I sold AMR before period end. On the plus side, the fund's positioning in energy and financials helped, as did security selection in health care. The biggest individual contributors were energy companies El Paso and Chesapeake Energy, banking firm Wells Fargo, Valeant Pharmaceuticals International and voice-activated application software provider Nuance Communications.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 to November 30, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value June 1, 2011	Ending Account Value November 30, 2011	Expenses Paid During Period* June 1, 2011 to November 30, 2011
Class A	.91%
Actual		$ 1,000.00	$ 846.20	$ 4.21
Hypothetical^A		$ 1,000.00	$ 1,020.51	$ 4.61
Class T	1.22%
Actual		$ 1,000.00	$ 845.20	$ 5.64
Hypothetical^A		$ 1,000.00	$ 1,018.95	$ 6.17
Class B	1.76%
Actual		$ 1,000.00	$ 843.00	$ 8.13
Hypothetical^A		$ 1,000.00	$ 1,016.24	$ 8.90
Class C	1.70%
Actual		$ 1,000.00	$ 842.70	$ 7.85
Hypothetical^A		$ 1,000.00	$ 1,016.55	$ 8.59
Convertible Securities	.64%
Actual		$ 1,000.00	$ 847.20	$ 2.96
Hypothetical^A		$ 1,000.00	$ 1,021.86	$ 3.24
Institutional Class	.69%
Actual		$ 1,000.00	$ 847.50	$ 3.20
Hypothetical^A		$ 1,000.00	$ 1,021.61	$ 3.50

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Investments as of November 30, 2011
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
General Motors Co. 4.75%	6.5	6.2
Wells Fargo & Co. 7.50%	6.4	4.8
Peabody Energy Corp. 4.75% 12/15/66	6.2	5.6
El Paso Corp.	4.2	4.0
MGM Mirage, Inc. 4.25% 4/15/15	3.9	3.5
Ford Motor Co. 4.25% 11/15/16	2.8	2.6
Alpha Natural Resources, Inc. 2.375% 4/15/15	2.7	2.5
Chesapeake Energy Corp. 2.5% 5/15/37	2.4	2.4
Citigroup, Inc. 7.50%	2.4	2.0
ON Semiconductor Corp. 2.625% 12/15/26	2.0	1.6
	39.5
Top Five Market Sectors as of November 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	21.0	19.1
Energy	20.4	20.7
Consumer Discretionary	17.3	17.1
Financials	14.2	11.6
Industrials	10.4	11.9

Asset Allocation (% of fund's net assets)
As of November 30, 2011*			As of May 31, 2011**
	Convertible Securities 87.3%			Convertible Securities 83.4%
	Stocks 8.3%			Stocks 12.1%
	Nonconvertible Bonds 0.6%			Nonconvertible Bonds 0.0%
	Short-Term Investments and Net Other Assets 3.3%			Short-Term Investments and Net Other Assets 4.5%
	Floating Rate Loans 0.5%			Floating Rate Loans 0.0%
* Foreign investments		4.6%	** Foreign investments		5.0%

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Annual Report

Investments November 30, 2011

Showing Percentage of Net Assets

Corporate Bonds - 65.7%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 65.1%
CONSUMER DISCRETIONARY - 9.2%
Auto Components - 0.1%
BorgWarner, Inc. 3.5% 4/15/12	$ 910		$ 1,835
Automobiles - 2.8%
Ford Motor Co. 4.25% 11/15/16	40,000		56,416
Diversified Consumer Services - 1.2%
Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12	5,490		10,226
Regis Corp. 5% 7/15/14	2,230		2,739
Stewart Enterprises, Inc. 3.375% 7/15/16 (e)	11,000		10,457
			23,422
Hotels, Restaurants & Leisure - 3.9%
MGM Mirage, Inc. 4.25% 4/15/15	82,300		76,642
Media - 1.2%
Virgin Media, Inc. 6.5% 11/15/16	8,000		11,306
XM Satellite Radio, Inc. 7% 12/1/14 (e)	10,000		12,900
			24,206
TOTAL CONSUMER DISCRETIONARY			182,521
CONSUMER STAPLES - 2.2%
Beverages - 0.8%
Molson Coors Brewing Co. 2.5% 7/30/13	14,000		14,848
Food Products - 1.4%
Smithfield Foods, Inc. 4% 6/30/13	22,250		27,514
TOTAL CONSUMER STAPLES			42,362
ENERGY - 15.7%
Energy Equipment & Services - 1.2%
Hornbeck Offshore Services, Inc. 1.625% 11/15/26 (c)(e)	5,000		5,131
Oil States International, Inc. 2.375% 7/1/25 (e)	4,500		10,699
SESI LLC 1.5% 12/15/26 (c)(e)	7,000		6,990
			22,820
Oil, Gas & Consumable Fuels - 14.5%
Alpha Natural Resources, Inc. 2.375% 4/15/15	57,000		53,312
Chesapeake Energy Corp. 2.5% 5/15/37	50,250		47,190
Peabody Energy Corp. 4.75% 12/15/66	117,250		122,673
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Pioneer Natural Resources Co. 2.875% 1/15/38	$ 20,000		$ 32,575
Western Refining, Inc. 5.75% 6/15/14	24,185		31,864
			287,614
TOTAL ENERGY			310,434
FINANCIALS - 1.5%
Diversified Financial Services - 1.0%
The NASDAQ Stock Market, Inc. 2.5% 8/15/13	20,000		20,300
Insurance - 0.5%
Fidelity National Financial, Inc. 4.25% 8/15/18 (e)	10,000		9,719
TOTAL FINANCIALS			30,019
HEALTH CARE - 3.2%
Health Care Equipment & Supplies - 1.9%
Alere, Inc. 3% 5/15/16	31,000		28,830
SonoSite, Inc. 3.75% 7/15/14	7,000		8,488
			37,318
Health Care Providers & Services - 0.3%
Omnicare, Inc.:
3.25% 12/15/35	2,086		1,909
3.75% 12/15/25	3,610		4,808
			6,717
Life Sciences Tools & Services - 0.2%
Charles River Laboratories International, Inc. 2.25% 6/15/13 (e)	4,000		3,911
Pharmaceuticals - 0.8%
Akorn, Inc. 3.5% 6/1/16 (e)	5,000		7,052
Nektar Therapeutics 3.25% 9/28/12	9,000		8,933
			15,985
TOTAL HEALTH CARE			63,931
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INDUSTRIALS - 9.9%
Aerospace & Defense - 0.9%
GenCorp, Inc. 4.0625% 12/31/39	$ 7,830		$ 7,184
Textron, Inc. 4.5% 5/1/13	6,440		10,228
			17,412
Airlines - 2.5%
Continental Airlines, Inc. 4.5% 1/15/15	9,280		10,892
UAL Corp.:
4.5% 6/30/21 (e)	10,500		8,881
4.5% 6/30/21	5,000		4,229
6% 10/15/29	3,600		7,886
US Airways Group, Inc.:
7% 9/30/20 (e)	4,810		3,848
7.25% 5/15/14	11,200		13,860
			49,596
Commercial Services & Supplies - 0.9%
Metalico, Inc. 7% 4/30/28	22,500		18,675
Construction & Engineering - 0.5%
MasTec, Inc. 4.25% 12/15/14	8,000		10,165
Electrical Equipment - 0.7%
General Cable Corp. 4.5% 11/15/29 (c)	14,800		14,510
Machinery - 2.7%
Greenbrier Companies, Inc.:
2.375% 5/15/26 (e)	5,500		5,273
2.375% 5/15/26	8,000		7,670
3.5% 4/1/18 (e)	2,860		2,622
Terex Corp. 4% 6/1/15	19,590		23,232
Trinity Industries, Inc. 3.875% 6/1/36	15,000		14,494
			53,291
Marine - 0.9%
Excel Maritime Carriers Ltd. 1.875% 10/15/27 (e)	34,000		17,680
Road & Rail - 0.8%
Hertz Global Holdings, Inc. 5.25% 6/1/14	10,000		15,175
TOTAL INDUSTRIALS			196,504
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - 19.7%
Communications Equipment - 1.1%
JDS Uniphase Corp. 1% 5/15/26 (e)	$ 14,000		$ 13,825
Lucent Technologies, Inc. 2.875% 6/15/25	10,000		8,725
			22,550
Computers & Peripherals - 2.1%
EMC Corp.:
1.75% 12/1/13 (e)	17,000		25,744
1.75% 12/1/13	10,000		15,144
			40,888
Electronic Equipment & Components - 1.4%
Anixter International, Inc. 1% 2/15/13 (e)	4,540		5,232
SYNNEX Corp. 4% 5/15/18	10,000		11,325
Vishay Intertechnology, Inc.:
2.25% 11/15/40 (e)	7,000		5,959
2.25% 5/15/41 (e)	7,000		5,093
			27,609
Internet Software & Services - 1.8%
Equinix, Inc.:
3% 10/15/14	10,000		11,076
4.75% 6/15/16	10,000		13,900
VeriSign, Inc. 3.25% 8/15/37	10,000		11,363
			36,339
IT Services - 0.9%
CACI International, Inc. 2.125% 5/1/14	6,000		7,103
DST Systems, Inc. 4.125% 8/15/23	8,267		9,663
			16,766
Semiconductors & Semiconductor Equipment - 9.8%
Advanced Micro Devices, Inc. 6% 5/1/15	11,916		11,618
Amkor Technology, Inc. 6% 4/15/14	8,890		14,588
Intel Corp. 3.25% 8/1/39	28,000		35,840
Micron Technology, Inc.:
1.5% 8/1/31 (e)	10,000		8,600
1.875% 8/1/31 (e)	20,000		17,150
4.25% 10/15/13	6,130		8,298
Novellus Systems, Inc. 2.625% 5/15/41 (e)	20,000		20,300
ON Semiconductor Corp.:
1.875% 12/15/25 (e)	3,750		4,495
1.875% 12/15/25	10,000		12,075
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
ON Semiconductor Corp.: - continued
2.625% 12/15/26	$ 35,330		$ 38,554
PMC-Sierra, Inc. 2.25% 10/15/25	10,000		9,969
Xilinx, Inc. 3.125% 3/15/37	10,000		11,576
			193,063
Software - 2.6%
Nuance Communications, Inc.:
2.75% 8/15/27	23,085		32,608
2.75% 11/1/31 (e)	18,200		19,396
			52,004
TOTAL INFORMATION TECHNOLOGY			389,219
MATERIALS - 1.5%
Metals & Mining - 1.5%
Alcoa, Inc. 5.25% 3/15/14	5,000		8,563
ArcelorMittal SA 5% 5/15/14	2,170		2,329
Goldcorp, Inc. 2% 8/1/14	5,000		6,757
Horsehead Holding Corp. 3.8% 7/1/17 (e)	5,000		4,731
Newmont Mining Corp. 1.625% 7/15/17	5,000		8,013
			30,393
TELECOMMUNICATION SERVICES - 2.2%
Diversified Telecommunication Services - 1.2%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (e)	9,990		3,834
Level 3 Communications, Inc. 7% 3/15/15	10,000		11,550
Time Warner Telecom, Inc. 2.375% 4/1/26	6,000		6,945
			22,329
Wireless Telecommunication Services - 1.0%
Leap Wireless International, Inc. 4.5% 7/15/14	23,000		19,981
TOTAL TELECOMMUNICATION SERVICES			42,310
TOTAL CONVERTIBLE BONDS			1,287,693
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - 0.6%
MATERIALS - 0.1%
Chemicals - 0.1%
OMNOVA Solutions, Inc. 7.875% 11/1/18	$ 2,960		$ 2,501
TELECOMMUNICATION SERVICES - 0.5%
Diversified Telecommunication Services - 0.5%
Intelsat Luxembourg SA 11.25% 2/4/17	10,000		9,150
TOTAL NONCONVERTIBLE BONDS			11,651
TOTAL CORPORATE BONDS (Cost $1,313,158)		1,299,344

Common Stocks - 8.3%
	Shares
CONSUMER DISCRETIONARY - 0.4%
Diversified Consumer Services - 0.4%
Service Corp. International	643,000		6,591
Hotels, Restaurants & Leisure - 0.0%
Ambassadors International, Inc. (a)(d)	230,377		8
Media - 0.0%
HMH Holdings, Inc. (a)(g)	52,880		79
HMH Holdings, Inc. warrants 3/9/17 (a)(g)	164,823		8
			87
TOTAL CONSUMER DISCRETIONARY			6,686
ENERGY - 4.2%
Oil, Gas & Consumable Fuels - 4.2%
El Paso Corp.	3,318,164		82,987
FINANCIALS - 1.5%
Commercial Banks - 1.5%
Huntington Bancshares, Inc.	5,620,500		29,508
HEALTH CARE - 0.9%
Pharmaceuticals - 0.9%
Valeant Pharmaceuticals International, Inc. (Canada)	395,333		18,295
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 1.3%
Electronic Equipment & Components - 0.5%
Viasystems Group, Inc. (a)	549,643		$ 10,025
Semiconductors & Semiconductor Equipment - 0.8%
ON Semiconductor Corp. (a)	2,169,500		16,336
TOTAL INFORMATION TECHNOLOGY			26,361
TOTAL COMMON STOCKS (Cost $121,774)		163,837
Convertible Preferred Stocks - 22.2%

CONSUMER DISCRETIONARY - 7.7%
Automobiles - 6.5%
General Motors Co. 4.75%	3,745,600		127,867
Household Durables - 0.1%
Hovnanian Enterprises, Inc./K. Hovanian Enterprises, Inc. 7.25%	125,000		891
Leisure Equipment & Products - 0.2%
Callaway Golf Co. 7.50%	50,000		4,813
Media - 0.9%
Interpublic Group of Companies, Inc. 5.25%	10,000		9,336
LodgeNet Entertainment Corp. 10.00% (e)	11,118		8,771
			18,107
TOTAL CONSUMER DISCRETIONARY			151,678
CONSUMER STAPLES - 1.1%
Food Products - 1.1%
Bunge Ltd. 4.875%	237,000		22,885
ENERGY - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
Apache Corp. 6.00%	94,200		5,358
ATP Oil & Gas Corp. Series B, 8.00%	110,000		4,249
			9,607
Convertible Preferred Stocks - continued
	Shares		Value (000s)
FINANCIALS - 11.2%
Commercial Banks - 6.5%
Huntington Bancshares, Inc. 8.50%	2,100		$ 2,201
Wells Fargo & Co. 7.50%	120,550		127,060
			129,261
Diversified Financial Services - 4.2%
Bank of America Corp. Series L, 7.25%	47,085		36,490
Citigroup, Inc. 7.50%	553,300		46,616
			83,106
Insurance - 0.2%
Assured Guaranty Ltd. 8.50%	100,000		4,112
Real Estate Investment Trusts - 0.3%
Health Care REIT, Inc. Series I, 6.50%	98,800		4,835
TOTAL FINANCIALS			221,314
HEALTH CARE - 1.6%
Health Care Providers & Services - 1.6%
Tenet Healthcare Corp. 7.00%	40,000		32,152
UTILITIES - 0.1%
Electric Utilities - 0.1%
PPL Corp. 8.75%	38,300		2,102
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $535,805)		439,738

Floating Rate Loans - 0.5%
	Principal Amount (000s)
INDUSTRIALS - 0.5%
Airlines - 0.5%
US Airways Group, Inc. term loan 2.76% 3/23/14 (f) (Cost $9,414)	$ 10,845	9,327

Money Market Funds - 2.6%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b) (Cost $52,282)	52,281,819		$ 52,282
TOTAL INVESTMENT PORTFOLIO - 99.3% (Cost $2,032,433)			1,964,528
NET OTHER ASSETS (LIABILITIES) - 0.7%			13,639
NET ASSETS - 100%		$ 1,978,167

Legend

(a) Non-income producing

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

(d) Affiliated company

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
HMH Holdings, Inc.	8/1/08 - 12/31/09	$ 6,902
HMH Holdings, Inc. warrants 3/9/17	3/9/10	$ 48

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 125
Fidelity Securities Lending Cash Central Fund	18
Total	$ 143

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Ambassadors International, Inc.	$ 389	$ -	$ -	$ -	$ 8
Total	$ 389	$ -	$ -	$ -	$ 8

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 158,364	$ 135,357	$ 22,999	$ 8
Consumer Staples	22,885	-	22,885	-
Energy	92,594	88,345	4,249	-
Financials	250,822	241,875	8,947	-
Health Care	50,447	18,295	32,152	-
Information Technology	26,361	26,361	-	-
Utilities	2,102	-	2,102	-
Corporate Bonds	1,299,344	-	1,299,344	-
Floating Rate Loans	9,327	-	9,327	-
Money Market Funds	52,282	52,282	-	-
Total Investments in Securities:	$ 1,964,528	$ 562,515	$ 1,402,005	$ 8

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

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 1,876
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	524
Cost of Purchases	-
Proceeds of Sales	(2,392)
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 8
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2011	$ (74)

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

AAA,AA,A	3.9%
BBB	6.3%
BB	22.6%
B	14.0%
CCC,CC,C	6.4%
Not Rated	13.0%
Equities	30.5%
Short-Term Investments and Net Other Assets	3.3%
	100.0%

Income Tax Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2011

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $1,975,511)	$ 1,912,238
Fidelity Central Funds (cost $52,282)	52,282
Other affiliated issuers (cost $4,640)	8
Total Investments (cost $2,032,433)		$ 1,964,528
Receivable for investments sold		2,968
Receivable for fund shares sold		674
Dividends receivable		5,006
Interest receivable		12,327
Distributions receivable from Fidelity Central Funds		4
Prepaid expenses		8
Other receivables		4
Total assets		1,985,519

Liabilities
Payable for fund shares redeemed	$ 5,848
Accrued management fee	1,047
Distribution and service plan fees payable	21
Other affiliated payables	370
Other payables and accrued expenses	66
Total liabilities		7,352

Net Assets		$ 1,978,167
Net Assets consist of:
Paid in capital		$ 2,187,297
Undistributed net investment income		23,529
Accumulated undistributed net realized gain (loss) on investments		(164,754)
Net unrealized appreciation (depreciation) on investments		(67,905)
Net Assets		$ 1,978,167

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2011

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($32,929 ÷ 1,440.81 shares)		$ 22.85

Maximum offering price per share (100/94.25 of $22.85)		$ 24.24
Class T: Net Asset Value and redemption price per share ($4,502 ÷ 196.88 shares)		$ 22.87

Maximum offering price per share (100/96.50 of $22.87)		$ 23.70
Class B: Net Asset Value and offering price per share ($1,116 ÷ 48.91 shares)^A		$ 22.82

Class C: Net Asset Value and offering price per share ($12,659 ÷ 556.32 shares)^A		$ 22.75

Convertible Securities: Net Asset Value, offering price and redemption price per share ($1,903,959 ÷ 83,052.74 shares)		$ 22.92

Institutional Class: Net Asset Value, offering price and redemption price per share ($23,002 ÷ 1,004.49 shares)		$ 22.90

^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

Amounts in thousands	Year ended November 30, 2011

Investment Income
Dividends		$ 35,030
Interest		55,189
Income from Fidelity Central Funds		143
Total income		90,362

Expenses
Management fee Basic fee	$ 11,116
Performance adjustment	(1,829)
Transfer agent fees	4,432
Distribution and service plan fees	253
Accounting and security lending fees	728
Custodian fees and expenses	33
Independent trustees' compensation	14
Registration fees	139
Audit	77
Legal	22
Miscellaneous	25
Total expenses before reductions	15,010
Expense reductions	(22)	14,988
Net investment income (loss)		75,374
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		137,050
Change in net unrealized appreciation (depreciation) on investment securities		(266,196)
Net gain (loss)		(129,146)
Net increase (decrease) in net assets resulting from operations		$ (53,772)

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2011	Year ended November 30, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 75,374	$ 84,135
Net realized gain (loss)	137,050	77,314
Change in net unrealized appreciation (depreciation)	(266,196)	227,214
Net increase (decrease) in net assets resulting from operations	(53,772)	388,663
Distributions to shareholders from net investment income	(76,767)	(87,526)
Share transactions - net increase (decrease)	(212,577)	(332,532)
Total increase (decrease) in net assets	(343,116)	(31,395)

Net Assets
Beginning of period	2,321,283	2,352,678
End of period (including undistributed net investment income of $23,529 and undistributed net investment income of $26,134, respectively)	$ 1,978,167	$ 2,321,283

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

Annual Report

Financial Highlights - Class A

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.22	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.72	.75	.58
Net realized and unrealized gain (loss)	(1.34)	3.01	8.53
Total from investment operations	(.62)	3.76	9.11
Distributions from net investment income	(.75)	(.79)	(.65)
Net asset value, end of period	$ 22.85	$ 24.22	$ 21.25
Total Return^{B, C, D}	(2.79)%	18.05%	72.83%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	.88%	.87%	1.04%^A
Expenses net of fee waivers, if any	.88%	.87%	1.04%^A
Expenses net of all reductions	.88%	.87%	1.04%^A
Net investment income (loss)	2.84%	3.29%	3.70%^A
Supplemental Data
Net assets, end of period (in millions)	$ 33	$ 19	$ 6
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class T

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.23	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.65	.69	.57
Net realized and unrealized gain (loss)	(1.34)	3.01	8.52
Total from investment operations	(.69)	3.70	9.09
Distributions from net investment income	(.67)	(.72)	(.63)
Net asset value, end of period	$ 22.87	$ 24.23	$ 21.25
Total Return^{B, C, D}	(3.07)%	17.74%	72.60%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.18%	1.13%	1.25%^A
Expenses net of fee waivers, if any	1.18%	1.13%	1.25%^A
Expenses net of all reductions	1.17%	1.13%	1.25%^A
Net investment income (loss)	2.55%	3.03%	3.83%^A
Supplemental Data
Net assets, end of period (in millions)	$ 5	$ 4	$ 2
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class B

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.17	$ 21.22	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.51	.56	.50
Net realized and unrealized gain (loss)	(1.34)	3.01	8.51
Total from investment operations	(.83)	3.57	9.01
Distributions from net investment income	(.52)	(.62)	(.58)
Net asset value, end of period	$ 22.82	$ 24.17	$ 21.22
Total Return^{B, C, D}	(3.59)%	17.08%	71.85%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.73%	1.69%	1.78%^A
Expenses net of fee waivers, if any	1.73%	1.69%	1.78%^A
Expenses net of all reductions	1.73%	1.69%	1.78%^A
Net investment income (loss)	2.00%	2.47%	3.41%^A
Supplemental Data
Net assets, end of period (in millions)	$ 1	$ 1	$ 1
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class C

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.14	$ 21.20	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.51	.56	.47
Net realized and unrealized gain (loss)	(1.33)	3.01	8.53
Total from investment operations	(.82)	3.57	9.00
Distributions from net investment income	(.57)	(.63)	(.59)
Net asset value, end of period	$ 22.75	$ 24.14	$ 21.20
Total Return^{B, C, D}	(3.57)%	17.13%	71.81%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.67%	1.66%	1.80%^A
Expenses net of fee waivers, if any	1.67%	1.66%	1.80%^A
Expenses net of all reductions	1.67%	1.66%	1.80%^A
Net investment income (loss)	2.06%	2.50%	3.17%^A
Supplemental Data
Net assets, end of period (in millions)	$ 13	$ 5	$ 2
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Convertible Securities

Years ended November 30,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 24.29	$ 21.30	$ 13.55	$ 28.71	$ 25.21
Income from Investment Operations
Net investment income (loss)^B	.79	.81	.96	.76	.59
Net realized and unrealized gain (loss)	(1.35)	3.02	7.78	(14.43)	3.43
Total from investment operations	(.56)	3.83	8.74	(13.67)	4.02
Distributions from net investment income	(.81)	(.84)	(.99)	(.64)	(.50)
Distributions from net realized gain	-	-	-	(.85)	(.02)
Total distributions	(.81)	(.84)	(.99)	(1.49)	(.52)
Net asset value, end of period	$ 22.92	$ 24.29	$ 21.30	$ 13.55	$ 28.71
Total Return^A	(2.54)%	18.37%	67.65%	(50.09)%	16.02%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.61%	.59%	.70%	.78%	.79%
Expenses net of fee waivers, if any	.61%	.59%	.69%	.78%	.79%
Expenses net of all reductions	.61%	.59%	.69%	.78%	.79%
Net investment income (loss)	3.12%	3.57%	5.59%	3.06%	2.11%
Supplemental Data
Net assets, end of period (in millions)	$ 1,904	$ 2,287	$ 2,340	$ 1,439	$ 2,919
Portfolio turnover rate^D	24%	28%	31%	39%	24%

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,	2011	2010	2009^G
Selected Per-Share Data
Net asset value, beginning of period	$ 24.27	$ 21.29	$ 12.79
Income from Investment Operations
Net investment income (loss)^D	.77	.80	.63
Net realized and unrealized gain (loss)	(1.33)	3.02	8.54
Total from investment operations	(.56)	3.82	9.17
Distributions from net investment income	(.81)	(.84)	(.67)
Net asset value, end of period	$ 22.90	$ 24.27	$ 21.29
Total Return^{B, C}	(2.55)%	18.34%	73.31%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.65%	.60%	.73%^A
Expenses net of fee waivers, if any	.65%	.60%	.73%^A
Expenses net of all reductions	.65%	.60%	.73%^A
Net investment income (loss)	3.07%	3.56%	4.19%^A
Supplemental Data
Net assets, end of period (in millions)	$ 23	$ 6	$ 3
Portfolio turnover rate^F	24%	28%	31%

^A Annualized

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

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

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

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

^G For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2011

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

Annual Report

3. Significant Accounting Policies - continued

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

Gross unrealized appreciation	$ 190,711
Gross unrealized depreciation	(250,825)
Net unrealized appreciation (depreciation) on securities and other investments	$ (60,114)

Tax Cost	$ 2,024,642

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

Undistributed ordinary income	$ 14,561
Capital loss carryforward	$ (157,179)
Net unrealized appreciation (depreciation)	$ (60,114)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	November 30, 2011	November 30, 2010
Ordinary Income	$ 76,767	$ 87,526

4. Operating Policies.

Annual Report

4. Operating Policies - continued

Restricted Securities - continued

at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $556,541 and $801,416, respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 87	$ 5
Class T	.25%	.25%	30	-*
Class B	.75%	.25%	13	10
Class C	.75%	.25%	123	75
			$ 253	$ 90

* Amount represents nine dollars.

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

	Retained by FDC
Class A	$ 55
Class T	4
Class B*	3
Class C*	6
	$ 68

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 73	.21
Class T	15	.25
Class B	4	.30
Class C	30	.24
Convertible Securities	4,261	.18
Institutional Class	49	.23
	$ 4,432

7. Committed Line of Credit.

8. Security Lending.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Security Lending - continued

9. Expense Reductions.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2011	2010
From net investment income
Class A	$ 964	$ 362
Class T	145	84
Class B	26	26
Class C	253	87
Convertible Securities	74,771	86,745
Institutional Class	608	222
Total	$ 76,767	$ 87,526

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2011	2010	2011	2010
Class A
Shares sold	1,463	1,087	$ 38,298	$ 24,711
Reinvestment of distributions	28	13	713	297
Shares redeemed	(828)	(592)	(20,357)	(13,289)
Net increase (decrease)	663	508	$ 18,654	$ 11,719
Class T
Shares sold	206	218	$ 5,378	$ 5,074
Reinvestment of distributions	6	4	140	81
Shares redeemed	(160)	(168)	(3,916)	(3,714)
Net increase (decrease)	52	54	$ 1,602	$ 1,441
Class B
Shares sold	21	44	$ 566	$ 1,007
Reinvestment of distributions	1	1	18	17
Shares redeemed	(21)	(27)	(527)	(604)
Net increase (decrease)	1	18	$ 57	$ 420
Class C
Shares sold	542	180	$ 14,072	$ 4,099
Reinvestment of distributions	8	3	187	72
Shares redeemed	(204)	(52)	(4,875)	(1,197)
Net increase (decrease)	346	131	$ 9,384	$ 2,974
Convertible Securities
Shares sold	20,504	18,970	$ 533,363	$ 430,425
Reinvestment of distributions	2,642	3,506	66,219	78,155
Shares redeemed	(34,235)	(38,186)	(862,374)	(860,169)
Net increase (decrease)	(11,089)	(15,710)	$ (262,792)	$ (351,589)
Institutional Class
Shares sold	1,454	400	$ 37,674	$ 9,185
Reinvestment of distributions	16	6	391	133
Shares redeemed	(719)	(298)	(17,547)	(6,815)
Net increase (decrease)	751	108	$ 20,518	$ 2,503

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Convertible Securities Fund:

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 17, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Thomas C. Hense (47)
	Year of Election or Appointment: 2008 or 2010 Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).]
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and 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 (53)
	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).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (50)
	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 and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

A total of .06% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Class A designates 3%, 3% and 3%; Class T designates 3%, 3% and 3%; Class B designates 4%, 4% and 4%; and Class C designates 4%, 4% and 4%; of the dividends distributed in April, July and October 2011, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A designates 3%, 4% and 4%; Class T designates 4%, 4% and 4%; Class B designates 5%, 5% and 5%; and Class C designates 4%, 5% and 5%; of the dividends distributed in April, July and October 2011, respectively 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 fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Convertible Securities Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Convertible Securities Fund

cva155793

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Convertible Securities Fund

cva155795

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

cva155797

ACVS-UANN-0112
1.884066.102

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

Convertible Securities

Fund - Institutional Class

Annual Report

November 30, 2011

Institutional Class is a class
of Fidelity® Convertible
Securities Fund

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

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(The Acting Chairman's photo appears here.)

Dear Shareholder:

Sincerely,

(The Acting Chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended November 30, 2011		Past 1 year	Past 5 years	Past 10 years
Institutional Class^A		-2.55%	2.29%	5.54%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Convertible Securities Fund - Institutional Class on November 30, 2001. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill Lynch^SM All US Convertibles Index performed over the same period. The initial offering of Fidelity Advisor® Convertible Securities Fund - Institutional Class took place on February 19, 2009. See above for additional information regarding the performance of Fidelity Advisor Convertible Securities Fund - Institutional Class.

cvi233335

Annual Report

Management's Discussion of Fund Performance

Comments from Thomas Soviero, Portfolio Manager of Fidelity Advisor® Convertible Securities Fund: For the year, the fund's Institutional Class shares returned -2.55%, underperforming the BofA Merrill Lynch convertibles index. The fund was hurt by its positioning in consumer discretionary and industrials, especially an outsized stake in the very weak transportation group. Individual detractors included automakers General Motors and Ford Motor, AMR - parent company of American Airlines - US Airways, and coal producers Peabody Energy and Alpha Natural Resources. I sold AMR before period end. On the plus side, the fund's positioning in energy and financials helped, as did security selection in health care. The biggest individual contributors were energy companies El Paso and Chesapeake Energy, banking firm Wells Fargo, Valeant Pharmaceuticals International and voice-activated application software provider Nuance Communications.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 to November 30, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value June 1, 2011	Ending Account Value November 30, 2011	Expenses Paid During Period* June 1, 2011 to November 30, 2011
Class A	.91%
Actual		$ 1,000.00	$ 846.20	$ 4.21
Hypothetical^A		$ 1,000.00	$ 1,020.51	$ 4.61
Class T	1.22%
Actual		$ 1,000.00	$ 845.20	$ 5.64
Hypothetical^A		$ 1,000.00	$ 1,018.95	$ 6.17
Class B	1.76%
Actual		$ 1,000.00	$ 843.00	$ 8.13
Hypothetical^A		$ 1,000.00	$ 1,016.24	$ 8.90
Class C	1.70%
Actual		$ 1,000.00	$ 842.70	$ 7.85
Hypothetical^A		$ 1,000.00	$ 1,016.55	$ 8.59
Convertible Securities	.64%
Actual		$ 1,000.00	$ 847.20	$ 2.96
Hypothetical^A		$ 1,000.00	$ 1,021.86	$ 3.24
Institutional Class	.69%
Actual		$ 1,000.00	$ 847.50	$ 3.20
Hypothetical^A		$ 1,000.00	$ 1,021.61	$ 3.50

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Investments as of November 30, 2011
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
General Motors Co. 4.75%	6.5	6.2
Wells Fargo & Co. 7.50%	6.4	4.8
Peabody Energy Corp. 4.75% 12/15/66	6.2	5.6
El Paso Corp.	4.2	4.0
MGM Mirage, Inc. 4.25% 4/15/15	3.9	3.5
Ford Motor Co. 4.25% 11/15/16	2.8	2.6
Alpha Natural Resources, Inc. 2.375% 4/15/15	2.7	2.5
Chesapeake Energy Corp. 2.5% 5/15/37	2.4	2.4
Citigroup, Inc. 7.50%	2.4	2.0
ON Semiconductor Corp. 2.625% 12/15/26	2.0	1.6
	39.5
Top Five Market Sectors as of November 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	21.0	19.1
Energy	20.4	20.7
Consumer Discretionary	17.3	17.1
Financials	14.2	11.6
Industrials	10.4	11.9

Asset Allocation (% of fund's net assets)
As of November 30, 2011*			As of May 31, 2011**
	Convertible Securities 87.3%			Convertible Securities 83.4%
	Stocks 8.3%			Stocks 12.1%
	Nonconvertible Bonds 0.6%			Nonconvertible Bonds 0.0%
	Short-Term Investments and Net Other Assets 3.3%			Short-Term Investments and Net Other Assets 4.5%
	Floating Rate Loans 0.5%			Floating Rate Loans 0.0%
* Foreign investments		4.6%	** Foreign investments		5.0%

cvi233353

Annual Report

Investments November 30, 2011

Showing Percentage of Net Assets

Corporate Bonds - 65.7%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 65.1%
CONSUMER DISCRETIONARY - 9.2%
Auto Components - 0.1%
BorgWarner, Inc. 3.5% 4/15/12	$ 910		$ 1,835
Automobiles - 2.8%
Ford Motor Co. 4.25% 11/15/16	40,000		56,416
Diversified Consumer Services - 1.2%
Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12	5,490		10,226
Regis Corp. 5% 7/15/14	2,230		2,739
Stewart Enterprises, Inc. 3.375% 7/15/16 (e)	11,000		10,457
			23,422
Hotels, Restaurants & Leisure - 3.9%
MGM Mirage, Inc. 4.25% 4/15/15	82,300		76,642
Media - 1.2%
Virgin Media, Inc. 6.5% 11/15/16	8,000		11,306
XM Satellite Radio, Inc. 7% 12/1/14 (e)	10,000		12,900
			24,206
TOTAL CONSUMER DISCRETIONARY			182,521
CONSUMER STAPLES - 2.2%
Beverages - 0.8%
Molson Coors Brewing Co. 2.5% 7/30/13	14,000		14,848
Food Products - 1.4%
Smithfield Foods, Inc. 4% 6/30/13	22,250		27,514
TOTAL CONSUMER STAPLES			42,362
ENERGY - 15.7%
Energy Equipment & Services - 1.2%
Hornbeck Offshore Services, Inc. 1.625% 11/15/26 (c)(e)	5,000		5,131
Oil States International, Inc. 2.375% 7/1/25 (e)	4,500		10,699
SESI LLC 1.5% 12/15/26 (c)(e)	7,000		6,990
			22,820
Oil, Gas & Consumable Fuels - 14.5%
Alpha Natural Resources, Inc. 2.375% 4/15/15	57,000		53,312
Chesapeake Energy Corp. 2.5% 5/15/37	50,250		47,190
Peabody Energy Corp. 4.75% 12/15/66	117,250		122,673
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Pioneer Natural Resources Co. 2.875% 1/15/38	$ 20,000		$ 32,575
Western Refining, Inc. 5.75% 6/15/14	24,185		31,864
			287,614
TOTAL ENERGY			310,434
FINANCIALS - 1.5%
Diversified Financial Services - 1.0%
The NASDAQ Stock Market, Inc. 2.5% 8/15/13	20,000		20,300
Insurance - 0.5%
Fidelity National Financial, Inc. 4.25% 8/15/18 (e)	10,000		9,719
TOTAL FINANCIALS			30,019
HEALTH CARE - 3.2%
Health Care Equipment & Supplies - 1.9%
Alere, Inc. 3% 5/15/16	31,000		28,830
SonoSite, Inc. 3.75% 7/15/14	7,000		8,488
			37,318
Health Care Providers & Services - 0.3%
Omnicare, Inc.:
3.25% 12/15/35	2,086		1,909
3.75% 12/15/25	3,610		4,808
			6,717
Life Sciences Tools & Services - 0.2%
Charles River Laboratories International, Inc. 2.25% 6/15/13 (e)	4,000		3,911
Pharmaceuticals - 0.8%
Akorn, Inc. 3.5% 6/1/16 (e)	5,000		7,052
Nektar Therapeutics 3.25% 9/28/12	9,000		8,933
			15,985
TOTAL HEALTH CARE			63,931
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INDUSTRIALS - 9.9%
Aerospace & Defense - 0.9%
GenCorp, Inc. 4.0625% 12/31/39	$ 7,830		$ 7,184
Textron, Inc. 4.5% 5/1/13	6,440		10,228
			17,412
Airlines - 2.5%
Continental Airlines, Inc. 4.5% 1/15/15	9,280		10,892
UAL Corp.:
4.5% 6/30/21 (e)	10,500		8,881
4.5% 6/30/21	5,000		4,229
6% 10/15/29	3,600		7,886
US Airways Group, Inc.:
7% 9/30/20 (e)	4,810		3,848
7.25% 5/15/14	11,200		13,860
			49,596
Commercial Services & Supplies - 0.9%
Metalico, Inc. 7% 4/30/28	22,500		18,675
Construction & Engineering - 0.5%
MasTec, Inc. 4.25% 12/15/14	8,000		10,165
Electrical Equipment - 0.7%
General Cable Corp. 4.5% 11/15/29 (c)	14,800		14,510
Machinery - 2.7%
Greenbrier Companies, Inc.:
2.375% 5/15/26 (e)	5,500		5,273
2.375% 5/15/26	8,000		7,670
3.5% 4/1/18 (e)	2,860		2,622
Terex Corp. 4% 6/1/15	19,590		23,232
Trinity Industries, Inc. 3.875% 6/1/36	15,000		14,494
			53,291
Marine - 0.9%
Excel Maritime Carriers Ltd. 1.875% 10/15/27 (e)	34,000		17,680
Road & Rail - 0.8%
Hertz Global Holdings, Inc. 5.25% 6/1/14	10,000		15,175
TOTAL INDUSTRIALS			196,504
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - 19.7%
Communications Equipment - 1.1%
JDS Uniphase Corp. 1% 5/15/26 (e)	$ 14,000		$ 13,825
Lucent Technologies, Inc. 2.875% 6/15/25	10,000		8,725
			22,550
Computers & Peripherals - 2.1%
EMC Corp.:
1.75% 12/1/13 (e)	17,000		25,744
1.75% 12/1/13	10,000		15,144
			40,888
Electronic Equipment & Components - 1.4%
Anixter International, Inc. 1% 2/15/13 (e)	4,540		5,232
SYNNEX Corp. 4% 5/15/18	10,000		11,325
Vishay Intertechnology, Inc.:
2.25% 11/15/40 (e)	7,000		5,959
2.25% 5/15/41 (e)	7,000		5,093
			27,609
Internet Software & Services - 1.8%
Equinix, Inc.:
3% 10/15/14	10,000		11,076
4.75% 6/15/16	10,000		13,900
VeriSign, Inc. 3.25% 8/15/37	10,000		11,363
			36,339
IT Services - 0.9%
CACI International, Inc. 2.125% 5/1/14	6,000		7,103
DST Systems, Inc. 4.125% 8/15/23	8,267		9,663
			16,766
Semiconductors & Semiconductor Equipment - 9.8%
Advanced Micro Devices, Inc. 6% 5/1/15	11,916		11,618
Amkor Technology, Inc. 6% 4/15/14	8,890		14,588
Intel Corp. 3.25% 8/1/39	28,000		35,840
Micron Technology, Inc.:
1.5% 8/1/31 (e)	10,000		8,600
1.875% 8/1/31 (e)	20,000		17,150
4.25% 10/15/13	6,130		8,298
Novellus Systems, Inc. 2.625% 5/15/41 (e)	20,000		20,300
ON Semiconductor Corp.:
1.875% 12/15/25 (e)	3,750		4,495
1.875% 12/15/25	10,000		12,075
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
ON Semiconductor Corp.: - continued
2.625% 12/15/26	$ 35,330		$ 38,554
PMC-Sierra, Inc. 2.25% 10/15/25	10,000		9,969
Xilinx, Inc. 3.125% 3/15/37	10,000		11,576
			193,063
Software - 2.6%
Nuance Communications, Inc.:
2.75% 8/15/27	23,085		32,608
2.75% 11/1/31 (e)	18,200		19,396
			52,004
TOTAL INFORMATION TECHNOLOGY			389,219
MATERIALS - 1.5%
Metals & Mining - 1.5%
Alcoa, Inc. 5.25% 3/15/14	5,000		8,563
ArcelorMittal SA 5% 5/15/14	2,170		2,329
Goldcorp, Inc. 2% 8/1/14	5,000		6,757
Horsehead Holding Corp. 3.8% 7/1/17 (e)	5,000		4,731
Newmont Mining Corp. 1.625% 7/15/17	5,000		8,013
			30,393
TELECOMMUNICATION SERVICES - 2.2%
Diversified Telecommunication Services - 1.2%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (e)	9,990		3,834
Level 3 Communications, Inc. 7% 3/15/15	10,000		11,550
Time Warner Telecom, Inc. 2.375% 4/1/26	6,000		6,945
			22,329
Wireless Telecommunication Services - 1.0%
Leap Wireless International, Inc. 4.5% 7/15/14	23,000		19,981
TOTAL TELECOMMUNICATION SERVICES			42,310
TOTAL CONVERTIBLE BONDS			1,287,693
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - 0.6%
MATERIALS - 0.1%
Chemicals - 0.1%
OMNOVA Solutions, Inc. 7.875% 11/1/18	$ 2,960		$ 2,501
TELECOMMUNICATION SERVICES - 0.5%
Diversified Telecommunication Services - 0.5%
Intelsat Luxembourg SA 11.25% 2/4/17	10,000		9,150
TOTAL NONCONVERTIBLE BONDS			11,651
TOTAL CORPORATE BONDS (Cost $1,313,158)		1,299,344

Common Stocks - 8.3%
	Shares
CONSUMER DISCRETIONARY - 0.4%
Diversified Consumer Services - 0.4%
Service Corp. International	643,000		6,591
Hotels, Restaurants & Leisure - 0.0%
Ambassadors International, Inc. (a)(d)	230,377		8
Media - 0.0%
HMH Holdings, Inc. (a)(g)	52,880		79
HMH Holdings, Inc. warrants 3/9/17 (a)(g)	164,823		8
			87
TOTAL CONSUMER DISCRETIONARY			6,686
ENERGY - 4.2%
Oil, Gas & Consumable Fuels - 4.2%
El Paso Corp.	3,318,164		82,987
FINANCIALS - 1.5%
Commercial Banks - 1.5%
Huntington Bancshares, Inc.	5,620,500		29,508
HEALTH CARE - 0.9%
Pharmaceuticals - 0.9%
Valeant Pharmaceuticals International, Inc. (Canada)	395,333		18,295
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 1.3%
Electronic Equipment & Components - 0.5%
Viasystems Group, Inc. (a)	549,643		$ 10,025
Semiconductors & Semiconductor Equipment - 0.8%
ON Semiconductor Corp. (a)	2,169,500		16,336
TOTAL INFORMATION TECHNOLOGY			26,361
TOTAL COMMON STOCKS (Cost $121,774)		163,837
Convertible Preferred Stocks - 22.2%

CONSUMER DISCRETIONARY - 7.7%
Automobiles - 6.5%
General Motors Co. 4.75%	3,745,600		127,867
Household Durables - 0.1%
Hovnanian Enterprises, Inc./K. Hovanian Enterprises, Inc. 7.25%	125,000		891
Leisure Equipment & Products - 0.2%
Callaway Golf Co. 7.50%	50,000		4,813
Media - 0.9%
Interpublic Group of Companies, Inc. 5.25%	10,000		9,336
LodgeNet Entertainment Corp. 10.00% (e)	11,118		8,771
			18,107
TOTAL CONSUMER DISCRETIONARY			151,678
CONSUMER STAPLES - 1.1%
Food Products - 1.1%
Bunge Ltd. 4.875%	237,000		22,885
ENERGY - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
Apache Corp. 6.00%	94,200		5,358
ATP Oil & Gas Corp. Series B, 8.00%	110,000		4,249
			9,607
Convertible Preferred Stocks - continued
	Shares		Value (000s)
FINANCIALS - 11.2%
Commercial Banks - 6.5%
Huntington Bancshares, Inc. 8.50%	2,100		$ 2,201
Wells Fargo & Co. 7.50%	120,550		127,060
			129,261
Diversified Financial Services - 4.2%
Bank of America Corp. Series L, 7.25%	47,085		36,490
Citigroup, Inc. 7.50%	553,300		46,616
			83,106
Insurance - 0.2%
Assured Guaranty Ltd. 8.50%	100,000		4,112
Real Estate Investment Trusts - 0.3%
Health Care REIT, Inc. Series I, 6.50%	98,800		4,835
TOTAL FINANCIALS			221,314
HEALTH CARE - 1.6%
Health Care Providers & Services - 1.6%
Tenet Healthcare Corp. 7.00%	40,000		32,152
UTILITIES - 0.1%
Electric Utilities - 0.1%
PPL Corp. 8.75%	38,300		2,102
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $535,805)		439,738

Floating Rate Loans - 0.5%
	Principal Amount (000s)
INDUSTRIALS - 0.5%
Airlines - 0.5%
US Airways Group, Inc. term loan 2.76% 3/23/14 (f) (Cost $9,414)	$ 10,845	9,327

Money Market Funds - 2.6%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b) (Cost $52,282)	52,281,819		$ 52,282
TOTAL INVESTMENT PORTFOLIO - 99.3% (Cost $2,032,433)			1,964,528
NET OTHER ASSETS (LIABILITIES) - 0.7%			13,639
NET ASSETS - 100%		$ 1,978,167

Legend

(a) Non-income producing

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

(d) Affiliated company

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
HMH Holdings, Inc.	8/1/08 - 12/31/09	$ 6,902
HMH Holdings, Inc. warrants 3/9/17	3/9/10	$ 48

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 125
Fidelity Securities Lending Cash Central Fund	18
Total	$ 143

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Ambassadors International, Inc.	$ 389	$ -	$ -	$ -	$ 8
Total	$ 389	$ -	$ -	$ -	$ 8

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 158,364	$ 135,357	$ 22,999	$ 8
Consumer Staples	22,885	-	22,885	-
Energy	92,594	88,345	4,249	-
Financials	250,822	241,875	8,947	-
Health Care	50,447	18,295	32,152	-
Information Technology	26,361	26,361	-	-
Utilities	2,102	-	2,102	-
Corporate Bonds	1,299,344	-	1,299,344	-
Floating Rate Loans	9,327	-	9,327	-
Money Market Funds	52,282	52,282	-	-
Total Investments in Securities:	$ 1,964,528	$ 562,515	$ 1,402,005	$ 8

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

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 1,876
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	524
Cost of Purchases	-
Proceeds of Sales	(2,392)
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 8
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2011	$ (74)

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

AAA,AA,A	3.9%
BBB	6.3%
BB	22.6%
B	14.0%
CCC,CC,C	6.4%
Not Rated	13.0%
Equities	30.5%
Short-Term Investments and Net Other Assets	3.3%
	100.0%

Income Tax Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2011

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $1,975,511)	$ 1,912,238
Fidelity Central Funds (cost $52,282)	52,282
Other affiliated issuers (cost $4,640)	8
Total Investments (cost $2,032,433)		$ 1,964,528
Receivable for investments sold		2,968
Receivable for fund shares sold		674
Dividends receivable		5,006
Interest receivable		12,327
Distributions receivable from Fidelity Central Funds		4
Prepaid expenses		8
Other receivables		4
Total assets		1,985,519

Liabilities
Payable for fund shares redeemed	$ 5,848
Accrued management fee	1,047
Distribution and service plan fees payable	21
Other affiliated payables	370
Other payables and accrued expenses	66
Total liabilities		7,352

Net Assets		$ 1,978,167
Net Assets consist of:
Paid in capital		$ 2,187,297
Undistributed net investment income		23,529
Accumulated undistributed net realized gain (loss) on investments		(164,754)
Net unrealized appreciation (depreciation) on investments		(67,905)
Net Assets		$ 1,978,167

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2011

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($32,929 ÷ 1,440.81 shares)		$ 22.85

Maximum offering price per share (100/94.25 of $22.85)		$ 24.24
Class T: Net Asset Value and redemption price per share ($4,502 ÷ 196.88 shares)		$ 22.87

Maximum offering price per share (100/96.50 of $22.87)		$ 23.70
Class B: Net Asset Value and offering price per share ($1,116 ÷ 48.91 shares)^A		$ 22.82

Class C: Net Asset Value and offering price per share ($12,659 ÷ 556.32 shares)^A		$ 22.75

Convertible Securities: Net Asset Value, offering price and redemption price per share ($1,903,959 ÷ 83,052.74 shares)		$ 22.92

Institutional Class: Net Asset Value, offering price and redemption price per share ($23,002 ÷ 1,004.49 shares)		$ 22.90

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

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended November 30, 2011

Investment Income
Dividends		$ 35,030
Interest		55,189
Income from Fidelity Central Funds		143
Total income		90,362

Expenses
Management fee Basic fee	$ 11,116
Performance adjustment	(1,829)
Transfer agent fees	4,432
Distribution and service plan fees	253
Accounting and security lending fees	728
Custodian fees and expenses	33
Independent trustees' compensation	14
Registration fees	139
Audit	77
Legal	22
Miscellaneous	25
Total expenses before reductions	15,010
Expense reductions	(22)	14,988
Net investment income (loss)		75,374
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		137,050
Change in net unrealized appreciation (depreciation) on investment securities		(266,196)
Net gain (loss)		(129,146)
Net increase (decrease) in net assets resulting from operations		$ (53,772)

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2011	Year ended November 30, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 75,374	$ 84,135
Net realized gain (loss)	137,050	77,314
Change in net unrealized appreciation (depreciation)	(266,196)	227,214
Net increase (decrease) in net assets resulting from operations	(53,772)	388,663
Distributions to shareholders from net investment income	(76,767)	(87,526)
Share transactions - net increase (decrease)	(212,577)	(332,532)
Total increase (decrease) in net assets	(343,116)	(31,395)

Net Assets
Beginning of period	2,321,283	2,352,678
End of period (including undistributed net investment income of $23,529 and undistributed net investment income of $26,134, respectively)	$ 1,978,167	$ 2,321,283

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

Annual Report

Financial Highlights - Class A

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.22	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.72	.75	.58
Net realized and unrealized gain (loss)	(1.34)	3.01	8.53
Total from investment operations	(.62)	3.76	9.11
Distributions from net investment income	(.75)	(.79)	(.65)
Net asset value, end of period	$ 22.85	$ 24.22	$ 21.25
Total Return^{B, C, D}	(2.79)%	18.05%	72.83%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	.88%	.87%	1.04%^A
Expenses net of fee waivers, if any	.88%	.87%	1.04%^A
Expenses net of all reductions	.88%	.87%	1.04%^A
Net investment income (loss)	2.84%	3.29%	3.70%^A
Supplemental Data
Net assets, end of period (in millions)	$ 33	$ 19	$ 6
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class T

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.23	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.65	.69	.57
Net realized and unrealized gain (loss)	(1.34)	3.01	8.52
Total from investment operations	(.69)	3.70	9.09
Distributions from net investment income	(.67)	(.72)	(.63)
Net asset value, end of period	$ 22.87	$ 24.23	$ 21.25
Total Return^{B, C, D}	(3.07)%	17.74%	72.60%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.18%	1.13%	1.25%^A
Expenses net of fee waivers, if any	1.18%	1.13%	1.25%^A
Expenses net of all reductions	1.17%	1.13%	1.25%^A
Net investment income (loss)	2.55%	3.03%	3.83%^A
Supplemental Data
Net assets, end of period (in millions)	$ 5	$ 4	$ 2
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class B

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.17	$ 21.22	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.51	.56	.50
Net realized and unrealized gain (loss)	(1.34)	3.01	8.51
Total from investment operations	(.83)	3.57	9.01
Distributions from net investment income	(.52)	(.62)	(.58)
Net asset value, end of period	$ 22.82	$ 24.17	$ 21.22
Total Return^{B, C, D}	(3.59)%	17.08%	71.85%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.73%	1.69%	1.78%^A
Expenses net of fee waivers, if any	1.73%	1.69%	1.78%^A
Expenses net of all reductions	1.73%	1.69%	1.78%^A
Net investment income (loss)	2.00%	2.47%	3.41%^A
Supplemental Data
Net assets, end of period (in millions)	$ 1	$ 1	$ 1
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class C

Years ended November 30,	2011	2010	2009^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.14	$ 21.20	$ 12.79
Income from Investment Operations
Net investment income (loss)^E	.51	.56	.47
Net realized and unrealized gain (loss)	(1.33)	3.01	8.53
Total from investment operations	(.82)	3.57	9.00
Distributions from net investment income	(.57)	(.63)	(.59)
Net asset value, end of period	$ 22.75	$ 24.14	$ 21.20
Total Return^{B, C, D}	(3.57)%	17.13%	71.81%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.67%	1.66%	1.80%^A
Expenses net of fee waivers, if any	1.67%	1.66%	1.80%^A
Expenses net of all reductions	1.67%	1.66%	1.80%^A
Net investment income (loss)	2.06%	2.50%	3.17%^A
Supplemental Data
Net assets, end of period (in millions)	$ 13	$ 5	$ 2
Portfolio turnover rate^G	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Convertible Securities

Years ended November 30,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 24.29	$ 21.30	$ 13.55	$ 28.71	$ 25.21
Income from Investment Operations
Net investment income (loss)^B	.79	.81	.96	.76	.59
Net realized and unrealized gain (loss)	(1.35)	3.02	7.78	(14.43)	3.43
Total from investment operations	(.56)	3.83	8.74	(13.67)	4.02
Distributions from net investment income	(.81)	(.84)	(.99)	(.64)	(.50)
Distributions from net realized gain	-	-	-	(.85)	(.02)
Total distributions	(.81)	(.84)	(.99)	(1.49)	(.52)
Net asset value, end of period	$ 22.92	$ 24.29	$ 21.30	$ 13.55	$ 28.71
Total Return^A	(2.54)%	18.37%	67.65%	(50.09)%	16.02%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.61%	.59%	.70%	.78%	.79%
Expenses net of fee waivers, if any	.61%	.59%	.69%	.78%	.79%
Expenses net of all reductions	.61%	.59%	.69%	.78%	.79%
Net investment income (loss)	3.12%	3.57%	5.59%	3.06%	2.11%
Supplemental Data
Net assets, end of period (in millions)	$ 1,904	$ 2,287	$ 2,340	$ 1,439	$ 2,919
Portfolio turnover rate^D	24%	28%	31%	39%	24%

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,	2011	2010	2009^G
Selected Per-Share Data
Net asset value, beginning of period	$ 24.27	$ 21.29	$ 12.79
Income from Investment Operations
Net investment income (loss)^D	.77	.80	.63
Net realized and unrealized gain (loss)	(1.33)	3.02	8.54
Total from investment operations	(.56)	3.82	9.17
Distributions from net investment income	(.81)	(.84)	(.67)
Net asset value, end of period	$ 22.90	$ 24.27	$ 21.29
Total Return^{B, C}	(2.55)%	18.34%	73.31%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.65%	.60%	.73%^A
Expenses net of fee waivers, if any	.65%	.60%	.73%^A
Expenses net of all reductions	.65%	.60%	.73%^A
Net investment income (loss)	3.07%	3.56%	4.19%^A
Supplemental Data
Net assets, end of period (in millions)	$ 23	$ 6	$ 3
Portfolio turnover rate^F	24%	28%	31%

^A Annualized

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

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

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

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

^G For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2011

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Gross unrealized appreciation	$ 190,711
Gross unrealized depreciation	(250,825)
Net unrealized appreciation (depreciation) on securities and other investments	$ (60,114)

Tax Cost	$ 2,024,642

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

Undistributed ordinary income	$ 14,561
Capital loss carryforward	$ (157,179)
Net unrealized appreciation (depreciation)	$ (60,114)

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	November 30, 2011	November 30, 2010
Ordinary Income	$ 76,767	$ 87,526

4. Operating Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Operating Policies - continued

Restricted Securities - continued

at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $556,541 and $801,416, respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 87	$ 5
Class T	.25%	.25%	30	-*
Class B	.75%	.25%	13	10
Class C	.75%	.25%	123	75
			$ 253	$ 90

* Amount represents nine dollars.

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

	Retained by FDC
Class A	$ 55
Class T	4
Class B*	3
Class C*	6
	$ 68

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 73	.21
Class T	15	.25
Class B	4	.30
Class C	30	.24
Convertible Securities	4,261	.18
Institutional Class	49	.23
	$ 4,432

7. Committed Line of Credit.

8. Security Lending.

Annual Report

8. Security Lending - continued

9. Expense Reductions.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2011	2010
From net investment income
Class A	$ 964	$ 362
Class T	145	84
Class B	26	26
Class C	253	87
Convertible Securities	74,771	86,745
Institutional Class	608	222
Total	$ 76,767	$ 87,526

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2011	2010	2011	2010
Class A
Shares sold	1,463	1,087	$ 38,298	$ 24,711
Reinvestment of distributions	28	13	713	297
Shares redeemed	(828)	(592)	(20,357)	(13,289)
Net increase (decrease)	663	508	$ 18,654	$ 11,719
Class T
Shares sold	206	218	$ 5,378	$ 5,074
Reinvestment of distributions	6	4	140	81
Shares redeemed	(160)	(168)	(3,916)	(3,714)
Net increase (decrease)	52	54	$ 1,602	$ 1,441
Class B
Shares sold	21	44	$ 566	$ 1,007
Reinvestment of distributions	1	1	18	17
Shares redeemed	(21)	(27)	(527)	(604)
Net increase (decrease)	1	18	$ 57	$ 420
Class C
Shares sold	542	180	$ 14,072	$ 4,099
Reinvestment of distributions	8	3	187	72
Shares redeemed	(204)	(52)	(4,875)	(1,197)
Net increase (decrease)	346	131	$ 9,384	$ 2,974
Convertible Securities
Shares sold	20,504	18,970	$ 533,363	$ 430,425
Reinvestment of distributions	2,642	3,506	66,219	78,155
Shares redeemed	(34,235)	(38,186)	(862,374)	(860,169)
Net increase (decrease)	(11,089)	(15,710)	$ (262,792)	$ (351,589)
Institutional Class
Shares sold	1,454	400	$ 37,674	$ 9,185
Reinvestment of distributions	16	6	391	133
Shares redeemed	(719)	(298)	(17,547)	(6,815)
Net increase (decrease)	751	108	$ 20,518	$ 2,503

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Convertible Securities Fund:

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 17, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Thomas C. Hense (47)
	Year of Election or Appointment: 2008 or 2010 Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).]
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and 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 (53)
	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).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (50)
	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 and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

A total of .06% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Convertible Securities Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Convertible Securities Fund

cvi233355

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Convertible Securities Fund

cvi233357

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

cvi233359

ACVSI-UANN-0112
1.884058.102

Fidelity®

Equity-Income II

Fund

(To be renamed Fidelity Equity Dividend
Income Fund effective January 28, 2012)

Annual Report

November 30, 2011

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Notes to shareholders

Fidelity® Equity-Income II Fund is being renamed to reflect its focus on equity securities that pay current dividends and to better differentiate it from Fidelity's other equity-income funds.

At a meeting on January 17, 2012, the Board of Trustees voted to approve a change to the fund's name, effective as of February 1, 2012.

Old Name	New Name
Fidelity Equity-Income II Fund	Fidelity Equity Dividend Income Fund

Correspondingly, the fund will revise its prospectus disclosure and add a supplemental benchmark, as described below. These changes do not require shareholder approval, and are also effective as of February 1, 2012.

• The fund's investment policies will be amended to include references to "income-producing equity securities that pay current dividends and show potential for capital appreciation."

• The fund will adopt the MSCI® US Investable Market High Dividend Yield Index as a supplemental benchmark.

Annual Report

Chairman's Message

(The Acting Chairman's photo appears here.)

Dear Shareholder:

Sincerely,

(The Acting Chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended November 30, 2011	Past 1 year	Past 5 years	Past 10 years
Fidelity® Equity-Income II Fund	3.17%	-3.19%	2.32%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Equity-Income II Fund, a class of the fund, on November 30, 2001. The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Value Index performed over the same period.

eii300684

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a sharp summer drop to post solid gains for the year ending November 30, 2011. Bullishness in the first half of the period gave way to a sudden reversal in July and August, as debate over the U.S. debt ceiling, a downgrade of the country's long-term sovereign credit rating and more debt woes in Europe led the S&P 500® Index to its worst calendar-quarter finish in almost three years. However, in October, a possible solution to the eurozone debt crisis and encouraging U.S. economic data fueled a rally that pushed the broad-based index up roughly 11%, its highest monthly return since December 1991. Although a Congressional stalemate over deficit reductions kept volatility alive in November, the S&P 500® finished the year up 7.83%, while the blue-chip Dow Jones Industrial Average^SM added 12.39% and the technology-heavy Nasdaq Composite® Index rose 5.93%. Within the S&P 500®, sector performance was mixed, with financials (-10%) struggling, while the defensive utilities (+20%) and consumer staples (+16%) segments fared best. Small and mid-sized stocks posted more-modest gains than their large-cap counterparts, with the Russell 2000® and Russell Midcap® indexes adding 2.75% and 5.39%, respectively. Uncertainty in Europe hurt foreign developed-markets stocks, as the MSCI® EAFE® (Europe, Australasia, Far East) Index fell 4.01%.

Comments from Stephen Petersen, Portfolio Manager of Fidelity® Equity-Income II Fund for most of the period covered by this report: For the year, the fund's Retail Class shares returned 3.17%, versus 5.72% for the Russell 3000® Value Index. Stock picking in materials and technology hardware/equipment meaningfully detracted, as did positioning in financials and an overweighting in consumer discretionary. The fund's foreign holdings hurt overall, despite the tail wind of a generally weaker dollar. Bright spots included positioning in energy, industrials and the food/beverage/tobacco segment of consumer staples. Looking at individual stocks, underweighting chip-maker and outperforming index component Intel hurt. Holdings in networking gear maker Cisco Systems also detracted. Cisco, which I sold from the fund, was added to the index in July as part of the annual Russell reconstitution. Elsewhere, an out-of-index position in the convertible preferred shares of General Motors hurt, and I sold it by period end. Conversely, cigarette manufacturer Philip Morris International was the top individual contributor, as its stock rose due to the company's exposure to foreign markets. Integrated energy firm Royal Dutch Shell, which was not in the index, also boosted results.

Note to shareholders: Scott Offen became Portfolio Manager on October 26, 2011.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 to November 30, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value June 1, 2011	Ending Account Value November 30, 2011	Expenses Paid During Period* June 1, 2011 to November 30, 2011
Equity-Income II	.68%
Actual		$ 1,000.00	$ 880.70	$ 3.21
Hypothetical^A		$ 1,000.00	$ 1,021.66	$ 3.45
Class K	.54%
Actual		$ 1,000.00	$ 881.40	$ 2.55
Hypothetical^A		$ 1,000.00	$ 1,022.36	$ 2.74

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	4.1	2.0
Microsoft Corp.	3.4	0.0
Procter & Gamble Co.	2.9	1.7
General Electric Co.	2.6	1.8
Chevron Corp.	2.5	2.6
Merck & Co., Inc.	2.2	1.5
AT&T, Inc.	2.2	2.9
McDonald's Corp.	2.1	0.0
JPMorgan Chase & Co.	2.0	3.4
The Coca-Cola Co.	2.0	0.5
	26.0
Top Five Market Sectors as of November 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Staples	15.3	7.2
Financials	14.3	27.4
Industrials	13.0	10.9
Information Technology	12.3	5.5
Health Care	10.3	9.7

Asset Allocation (% of fund's net assets)
As of November 30, 2011*			As of May 31, 2011**
	Stocks 97.5%			Stocks 96.5%
	Convertible Securities 0.0%			Convertible Securities 2.5%
	Short-Term Investments and Net Other Assets 2.5%			Short-Term Investments and Net Other Assets 1.0%
* Foreign investments		10.5%	** Foreign investments		14.5%

eii300696

Annual Report

Investments November 30, 2011

Showing Percentage of Net Assets

Common Stocks - 97.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 8.6%
Auto Components - 0.2%
Autoliv, Inc.	196,000		$ 10,443
Automobiles - 0.0%
Winnebago Industries, Inc. (a)	49,496		319
Hotels, Restaurants & Leisure - 3.0%
Darden Restaurants, Inc.	546,300		26,064
McDonald's Corp.	993,200		94,870
Wyndham Worldwide Corp.	498,600		17,675
			138,609
Media - 2.1%
Comcast Corp. Class A	1,579,800		35,814
Time Warner Cable, Inc.	578,471		34,986
Time Warner, Inc.	663,743		23,112
			93,912
Multiline Retail - 0.5%
Target Corp.	413,156		21,773
Tuesday Morning Corp. (a)	38,800		126
			21,899
Specialty Retail - 2.0%
Foot Locker, Inc.	1,367,300		32,255
Home Depot, Inc.	836,200		32,796
Limited Brands, Inc.	213,200		9,025
Lowe's Companies, Inc.	661,900		15,892
			89,968
Textiles, Apparel & Luxury Goods - 0.8%
VF Corp.	273,900		37,987
TOTAL CONSUMER DISCRETIONARY			393,137
CONSUMER STAPLES - 15.3%
Beverages - 3.8%
Anheuser-Busch InBev SA NV ADR	232,300		13,938
Diageo PLC	117,294		2,513
Dr Pepper Snapple Group, Inc.	721,300		26,349
PepsiCo, Inc.	623,071		39,877
The Coca-Cola Co.	1,353,242		90,978
			173,655
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.8%
Sysco Corp.	242,000		$ 6,907
Wal-Mart Stores, Inc.	1,250,400		73,649
			80,556
Food Products - 1.1%
Danone	189,700		12,503
Kraft Foods, Inc. Class A	990,041		35,790
			48,293
Household Products - 4.8%
Colgate-Palmolive Co.	534,400		48,898
Kimberly-Clark Corp.	567,021		40,525
Procter & Gamble Co.	2,028,805		131,000
			220,423
Tobacco - 3.8%
Altria Group, Inc.	1,683,600		48,302
British American Tobacco PLC sponsored ADR	146,700		13,665
Imperial Tobacco Group PLC	244,352		8,774
Japan Tobacco, Inc.	2,857		13,712
Lorillard, Inc.	56,800		6,340
Philip Morris International, Inc.	1,081,859		82,481
			173,274
TOTAL CONSUMER STAPLES			696,201
ENERGY - 10.2%
Energy Equipment & Services - 0.4%
Ensco International Ltd. ADR	345,500		17,956
Oil, Gas & Consumable Fuels - 9.8%
Atlas Pipeline Partners, LP	238,000		8,282
Bonavista Energy Corp. (d)	254,200		6,662
Chevron Corp.	1,117,270		114,878
Exxon Mobil Corp.	2,303,256		185,271
Legacy Reserves LP	224,100		6,010
Marathon Oil Corp.	423,168		11,832
Marathon Petroleum Corp.	514,584		17,182
Penn West Petroleum Ltd.	366,100		6,719
Royal Dutch Shell PLC Class A sponsored ADR	1,247,400		87,318
			444,154
TOTAL ENERGY			462,110
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 14.3%
Capital Markets - 0.6%
Bank of New York Mellon Corp.	609,010		$ 11,851
State Street Corp.	421,700		16,720
			28,571
Commercial Banks - 4.6%
Australia & New Zealand Banking Group Ltd.	401,129		8,523
BB&T Corp.	682,303		15,809
Comerica, Inc.	497,800		12,555
Huntington Bancshares, Inc.	1,528,900		8,027
PNC Financial Services Group, Inc.	541,300		29,344
U.S. Bancorp	1,903,300		49,334
Wells Fargo & Co.	3,236,308		83,691
			207,283
Diversified Financial Services - 2.2%
CME Group, Inc.	32,870		8,194
JPMorgan Chase & Co.	2,992,253		92,670
			100,864
Insurance - 2.7%
ACE Ltd.	274,400		19,079
AFLAC, Inc.	214,100		9,301
Axis Capital Holdings Ltd.	254,000		8,110
MetLife, Inc.	777,817		24,486
Prudential Financial, Inc.	418,500		21,193
The Travelers Companies, Inc.	436,200		24,536
Unum Group	679,609		15,298
			122,003
Real Estate Investment Trusts - 4.2%
AvalonBay Communities, Inc.	100,800		12,585
Boston Properties, Inc.	134,900		12,867
Brandywine Realty Trust (SBI)	1,072,500		9,341
BRE Properties, Inc.	212,400		10,335
Camden Property Trust (SBI)	138,273		7,983
DDR Corp.	852,200		9,962
Douglas Emmett, Inc.	543,900		9,779
Essex Property Trust, Inc.	94,900		12,607
Kimco Realty Corp.	618,400		9,752
Lexington Corporate Properties Trust	790,500		5,992
Post Properties, Inc.	264,500		10,577
Prologis, Inc.	584,113		16,250
Public Storage	104,100		13,731
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Simon Property Group, Inc.	104,200		$ 12,956
Ventas, Inc.	476,013		25,114
Weyerhaeuser Co.	563,408		9,460
			189,291
TOTAL FINANCIALS			648,012
HEALTH CARE - 10.3%
Health Care Equipment & Supplies - 0.6%
Baxter International, Inc.	478,979		24,744
Pharmaceuticals - 9.7%
Abbott Laboratories	470,100		25,644
Eli Lilly & Co.	607,252		22,984
GlaxoSmithKline PLC	1,813,023		40,193
Johnson & Johnson	1,347,366		87,202
Merck & Co., Inc.	2,864,928		102,421
Pfizer, Inc.	4,169,835		83,689
Roche Holding AG (participation certificate)	249,437		39,593
Sanofi-aventis	567,214		39,679
			441,405
TOTAL HEALTH CARE			466,149
INDUSTRIALS - 13.0%
Aerospace & Defense - 4.0%
Honeywell International, Inc.	577,900		31,293
Raytheon Co.	394,300		17,968
The Boeing Co.	624,217		42,877
United Technologies Corp.	1,174,030		89,931
			182,069
Air Freight & Logistics - 1.3%
United Parcel Service, Inc. Class B	844,900		60,622
Commercial Services & Supplies - 0.8%
Republic Services, Inc.	594,511		16,319
Waste Management, Inc.	590,800		18,492
			34,811
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - 1.3%
Cooper Industries PLC Class A	251,800		$ 13,982
Emerson Electric Co.	867,572		45,331
			59,313
Industrial Conglomerates - 2.9%
3M Co.	180,000		14,587
General Electric Co.	7,273,397		115,720
			130,307
Machinery - 0.9%
Caterpillar, Inc.	309,100		30,255
Cummins, Inc.	86,602		8,342
			38,597
Professional Services - 0.3%
Robert Half International, Inc.	584,600		15,486
Road & Rail - 1.5%
Norfolk Southern Corp.	572,700		43,262
Union Pacific Corp.	240,400		24,860
			68,122
TOTAL INDUSTRIALS			589,327
INFORMATION TECHNOLOGY - 12.3%
Communications Equipment - 1.2%
Motorola Solutions, Inc.	641,400		29,934
QUALCOMM, Inc.	425,500		23,317
			53,251
Computers & Peripherals - 0.7%
Hewlett-Packard Co.	1,068,348		29,860
Electronic Equipment & Components - 0.3%
Molex, Inc. (d)	278,600		6,948
TE Connectivity Ltd.	263,016		8,340
			15,288
IT Services - 1.7%
Accenture PLC Class A	740,100		42,874
Automatic Data Processing, Inc.	697,200		35,620
			78,494
Semiconductors & Semiconductor Equipment - 5.0%
Analog Devices, Inc.	1,146,300		39,960
Intel Corp.	2,736,487		68,166
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Intersil Corp. Class A	800,900		$ 8,514
KLA-Tencor Corp.	560,600		25,844
Linear Technology Corp.	784,100		24,017
Microchip Technology, Inc. (d)	584,700		20,412
Texas Instruments, Inc.	1,304,100		39,253
			226,166
Software - 3.4%
Microsoft Corp.	6,121,526		156,589
TOTAL INFORMATION TECHNOLOGY			559,648
MATERIALS - 2.9%
Chemicals - 2.5%
Air Products & Chemicals, Inc.	279,900		23,442
BASF AG	317,988		23,093
Dow Chemical Co.	1,050,232		29,102
E.I. du Pont de Nemours & Co.	474,900		22,662
Praxair, Inc.	160,400		16,361
			114,660
Metals & Mining - 0.4%
Freeport-McMoRan Copper & Gold, Inc.	420,600		16,656
TOTAL MATERIALS			131,316
TELECOMMUNICATION SERVICES - 3.7%
Diversified Telecommunication Services - 3.0%
AT&T, Inc.	3,501,224		101,465
CenturyLink, Inc.	999,446		37,499
			138,964
Wireless Telecommunication Services - 0.7%
Vodafone Group PLC	11,386,300		30,834
TOTAL TELECOMMUNICATION SERVICES			169,798
UTILITIES - 6.9%
Electric Utilities - 5.4%
American Electric Power Co., Inc.	963,777		38,243
Duke Energy Corp.	1,591,300		33,179
Edison International	822,657		32,339
FirstEnergy Corp.	222,430		9,891
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
NextEra Energy, Inc.	848,372		$ 47,034
PPL Corp.	1,465,109		43,983
Southern Co.	953,100		41,851
			246,520
Gas Utilities - 0.5%
ONEOK, Inc.	245,400		20,407
Multi-Utilities - 1.0%
National Grid PLC	2,012,691		19,786
Sempra Energy	521,800		27,755
			47,541
TOTAL UTILITIES			314,468
TOTAL COMMON STOCKS (Cost $4,369,741)		4,430,166
Money Market Funds - 2.8%

Fidelity Cash Central Fund, 0.11% (b)	107,002,389		107,002
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	19,815,820		19,816
TOTAL MONEY MARKET FUNDS (Cost $126,818)		126,818
TOTAL INVESTMENT PORTFOLIO - 100.3% (Cost $4,496,559)			4,556,984
NET OTHER ASSETS (LIABILITIES) - (0.3)%			(15,002)
NET ASSETS - 100%		$ 4,541,982

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 56
Fidelity Securities Lending Cash Central Fund	1,153
Total	$ 1,209

Other Information

The following is a summary of the inputs used, as of November 30, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 393,137	$ 393,137	$ -	$ -
Consumer Staples	696,201	679,976	16,225	-
Energy	462,110	462,110	-	-
Financials	648,012	639,489	8,523	-
Health Care	466,149	386,277	79,872	-
Industrials	589,327	589,327	-	-
Information Technology	559,648	559,648	-	-
Materials	131,316	131,316	-	-
Telecommunication Services	169,798	138,964	30,834	-
Utilities	314,468	294,682	19,786	-
Money Market Funds	126,818	126,818	-	-
Total Investments in Securities:	$ 4,556,984	$ 4,401,744	$ 155,240	$ -

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

United States of America	89.5%
United Kingdom	4.8%
Switzerland	1.5%
Ireland	1.2%
France	1.2%
Others (Individually Less Than 1%)	1.8%
	100.0%

Income Tax Information

At November 30, 2011, the Fund had a capital loss carryforward of approximately $1,420,428,000 of which $410,732,000 and $1,009,696,000 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

The Fund intends to elect to defer to its fiscal year ending November 30, 2012 approximately $44,502,000 of losses recognized during the period November 1, 2011 to November 30, 2011.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2011

Assets
Investment in securities, at value (including securities loaned of $20,507) - See accompanying schedule: Unaffiliated issuers (cost $4,369,741)	$ 4,430,166
Fidelity Central Funds (cost $126,818)	126,818
Total Investments (cost $4,496,559)		$ 4,556,984
Receivable for investments sold		13,372
Receivable for fund shares sold		1,146
Dividends receivable		19,906
Distributions receivable from Fidelity Central Funds		105
Prepaid expenses		15
Other receivables		378
Total assets		4,591,906

Liabilities
Payable for investments purchased	$ 22,362
Payable for fund shares redeemed	4,888
Accrued management fee	1,712
Other affiliated payables	787
Other payables and accrued expenses	359
Collateral on securities loaned, at value	19,816
Total liabilities		49,924

Net Assets		$ 4,541,982
Net Assets consist of:
Paid in capital		$ 5,932,577
Undistributed net investment income		20,488
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(1,471,529)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		60,446
Net Assets		$ 4,541,982

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2011

Equity-Income II: Net Asset Value, offering price and redemption price per share ($4,198,109 ÷ 246,547 shares)		$ 17.03

Class K: Net Asset Value, offering price and redemption price per share ($343,873 ÷ 20,194 shares)		$ 17.03

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended November 30, 2011

Investment Income
Dividends		$ 123,933
Interest		2,042
Income from Fidelity Central Funds		1,209
Total income		127,184

Expenses
Management fee	$ 23,314
Transfer agent fees	9,268
Accounting and security lending fees	1,099
Custodian fees and expenses	129
Independent trustees' compensation	30
Registration fees	51
Audit	77
Legal	31
Interest	2
Miscellaneous	58
Total expenses before reductions	34,059
Expense reductions	(273)	33,786
Net investment income (loss)		93,398
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	480,146
Foreign currency transactions	(70)
Futures contracts	(3,545)
Total net realized gain (loss)		476,531
Change in net unrealized appreciation (depreciation) on: Investment securities	(362,341)
Assets and liabilities in foreign currencies	11
Total change in net unrealized appreciation (depreciation)		(362,330)
Net gain (loss)		114,201
Net increase (decrease) in net assets resulting from operations		$ 207,599

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2011	Year ended November 30, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 93,398	$ 83,324
Net realized gain (loss)	476,531	519,317
Change in net unrealized appreciation (depreciation)	(362,330)	(309,540)
Net increase (decrease) in net assets resulting from operations	207,599	293,101
Distributions to shareholders from net investment income	(92,232)	(78,814)
Share transactions - net increase (decrease)	(718,611)	(564,531)
Total increase (decrease) in net assets	(603,244)	(350,244)

Net Assets
Beginning of period	5,145,226	5,495,470
End of period (including undistributed net investment income of $20,488 and undistributed net investment income of $20,142, respectively)	$ 4,541,982	$ 5,145,226

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

Annual Report

Financial Highlights - Equity-Income II

Years ended November 30,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 16.81	$ 16.16	$ 13.32	$ 24.29	$ 25.12
Income from Investment Operations
Net investment income (loss) ^B	.33	.26	.27	.33	.33
Net realized and unrealized gain (loss)	.21	.63	2.86	(9.72)	1.29
Total from investment operations	.54	.89	3.13	(9.39)	1.62
Distributions from net investment income	(.32)	(.24)	(.29)	(.36)	(.38)
Distributions from net realized gain	-	-	-	(1.22)	(2.07)
Total distributions	(.32)	(.24)	(.29)	(1.58)	(2.45)
Net asset value, end of period	$ 17.03	$ 16.81	$ 16.16	$ 13.32	$ 24.29
Total Return ^A	3.17%	5.57%	24.07%	(41.13)%	6.90%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.68%	.69%	.75%	.67%	.65%
Expenses net of fee waivers, if any	.68%	.69%	.75%	.67%	.65%
Expenses net of all reductions	.67%	.69%	.74%	.67%	.65%
Net investment income (loss)	1.83%	1.57%	1.98%	1.70%	1.34%
Supplemental Data
Net assets, end of period (in millions)	$ 4,198	$ 4,777	$ 5,288	$ 5,212	$ 10,530
Portfolio turnover rate ^D	82%	30%	75%	76%	47%

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

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

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

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

Annual Report

Financial Highlights - Class K

Years ended November 30,	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 16.82	$ 16.16	$ 13.32	$ 21.42
Income from Investment Operations
Net investment income (loss) ^D	.35	.28	.29	.17
Net realized and unrealized gain (loss)	.21	.65	2.87	(8.08)
Total from investment operations	.56	.93	3.16	(7.91)
Distributions from net investment income	(.35)	(.27)	(.32)	(.19)
Net asset value, end of period	$ 17.03	$ 16.82	$ 16.16	$ 13.32
Total Return ^{B, C}	3.26%	5.80%	24.30%	(37.13)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.54%	.54%	.56%	.54% ^A
Expenses net of fee waivers, if any	.54%	.54%	.56%	.54% ^A
Expenses net of all reductions	.53%	.54%	.56%	.54% ^A
Net investment income (loss)	1.96%	1.72%	2.17%	2.11% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 344	$ 368	$ 208	$ 154
Portfolio turnover rate ^F	82%	30%	75%	76%

^A Annualized

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

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

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

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

^G For the period May 9, 2008 (commencement of sale of shares) to November 30, 2008.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2011

(Amounts in thousands except percentages)

1. Organization.

Fidelity Equity-Income II Fund (the Fund) is a fund of Fidelity Financial 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 Equity Income II and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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 fees incurred. Certain expense reductions may also differ by class.

In January 2012, the Board of Trustees approved a change in the name of Fidelity Equity-Income II Fund to Fidelity Equity Dividend Income Fund effective January 28, 2012.

2. Investments in Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the 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 (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

Annual Report

3. Significant Accounting Policies - continued

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. 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 market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of November 30, 2011, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Annual Report

3. Significant Accounting Policies - continued

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

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

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

Gross unrealized appreciation	$ 265,832
Gross unrealized depreciation	(212,006)
Net unrealized appreciation (depreciation) on securities and other investments	$ 53,826

Tax Cost	$ 4,503,158

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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	$ 20,779
Capital loss carryforward	$ (1,420,428)
Net unrealized appreciation (depreciation)	$ 53,847

The tax character of distributions paid was as follows:

	November 30, 2011	November 30, 2010
Ordinary Income	$ 92,232	$ 78,814

Annual Report

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund used derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use derivatives to increase returns and to manage exposure to certain risks as defined below. 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.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments 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 Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. Counterparty risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Derivatives involve, to varying degrees, risk of loss in excess of the amounts recognized in the Statement of Assets and Liabilities.

Futures Contracts. 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. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. 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 contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

The underlying face amount at value of open futures contracts at period end, if any, is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Futures Contracts - continued

Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Certain risks arise upon entering into futures contracts, including the risk that an illiquid market limits the ability to close out a futures contract prior to settlement date.

During the period the Fund recognized net realized gain (loss) of $(3,545) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,129,061 and $4,889,226, respectively.

6. Fees and Other Transactions with Affiliates.

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 Equity Income II. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Equity-Income II	$ 9,085	.19
Class K	183	.05
	$ 9,268

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding.

The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,289	.34%	$ 2

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $16 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Security Lending - continued

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 rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,153. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2011	2010
From net investment income
Equity-Income II	$ 85,256	$ 74,940
Class K	6,976	3,874
Total	$ 92,232	$ 78,814

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2011	2010	2011	2010
Equity-Income II
Shares sold	12,006	11,830	$ 216,001	$ 195,399
Reinvestment of distributions	4,548	4,305	80,768	71,108
Shares redeemed	(54,092)	(59,267)	(982,318)	(980,367)
Net increase (decrease)	(37,538)	(43,132)	$ (685,549)	$ (713,860)
Class K
Shares sold	4,934	12,200	$ 87,259	$ 201,326
Reinvestment of distributions	394	235	6,976	3,874
Shares redeemed	(7,042)	(3,385)	(127,297)	(55,871)
Net increase (decrease)	(1,714)	9,050	$ (33,062)	$ 149,329

Annual Report

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Equity-Income II 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 Equity-Income II Fund (a fund of Fidelity Financial Trust) at November 30, 2011, 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 Equity-Income II 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 November 30, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 19, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (46)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and 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 (53)
	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).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (50)
	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 and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

Total of 0.02% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Equity-Income II designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends received deduction for corporate shareholders.

Equity-Income II designates 100% of the dividends distributed during the fiscal year as amounts which may betaken into account as a dividend for the purposes of the maximum rate under section l(h)(ll)of the Internal Revenue Code.

The fund will notify shareholders in January 20l2 of amounts for use in preparing 20l1 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Equity-Income II Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Equity-Income II Fund

eii300698

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longer performance record) was in the third quartile for the one-year period and the fourth quartile for the three- and five-year periods. The Board also noted that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. 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 13% means that 87% 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 Equity-Income II Fund

eii300700

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010.

Annual Report

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

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.

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

Press

eii300704 For mutual fund and brokerage trading.

eii300706 For quotes.*

eii300708 For account balances and holdings.

eii300710 To review orders and mutual
fund activity.

eii300712 To change your PIN.

eii300714 eii300716 To speak to a Fidelity representative.

By PC

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

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 distributions, 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

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73575 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

2211 Michelson Drive
Irvine, 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

1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
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

3242 Peachtree Road
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

1823 Freedom Drive
Naperville, IL

Indiana

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 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, 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

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, 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

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, 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.

Making Changes
To Your Account

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

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

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

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 Management & Research
(Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

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®) eii300724
1-800-544-5555

Automated line for quickest service

eii300727

EII-UANN-0112
1.786707.108

Fidelity®

Equity-Income II

Fund -
Class K

(To be renamed Fidelity Equity Dividend
Income Fund effective January 28, 2012)

Annual Report

November 30, 2011

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

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Notes to shareholders

Fidelity® Equity-Income II Fund is being renamed to reflect its focus on equity securities that pay current dividends and to better differentiate it from Fidelity's other equity-income funds.

At a meeting on January 17, 2012, the Board of Trustees voted to approve a change to the fund's name, effective as of February 1, 2012.

Old Name	New Name
Fidelity Equity-Income II Fund	Fidelity Equity Dividend Income Fund

• The fund's investment policies will be amended to include references to "income-producing equity securities that pay current dividends and show potential for capital appreciation."

• The fund will adopt the MSCI® US Investable Market High Dividend Yield Index as a supplemental benchmark.

Annual Report

Chairman's Message

(The Acting Chairman's photo appears here.)

Dear Shareholder:

Sincerely,

(The Acting Chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended November 30, 2011	Past 1 year	Past 5 years	Past 10 years
Class K^A	3.26%	-3.08%	2.37%

^AThe initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are
those of Fidelity® Equity-Income II Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Equity-Income II Fund - Class K, a class of the fund, on November 30, 2001. The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Value Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

eik363523

Annual Report

Management's Discussion of Fund Performance

Comments from Stephen Petersen, Portfolio Manager of Fidelity® Equity-Income II Fund for most of the period covered by this report: For the year, the fund's Class K shares returned 3.26%, versus 5.72% for the Russell 3000® Value Index. Stock picking in materials and technology hardware/equipment meaningfully detracted, as did positioning in financials and an overweighting in consumer discretionary. The fund's foreign holdings hurt overall, despite the tail wind of a generally weaker dollar. Bright spots included positioning in energy, industrials and the food/beverage/tobacco segment of consumer staples. Looking at individual stocks, underweighting chip-maker and outperforming index component Intel hurt. Holdings in networking gear maker Cisco Systems also detracted. Cisco, which I sold from the fund, was added to the index in July as part of the annual Russell reconstitution. Elsewhere, an out-of-index position in the convertible preferred shares of General Motors hurt, and I sold it by period end. Conversely, cigarette manufacturer Philip Morris International was the top individual contributor, as its stock rose due to the company's exposure to foreign markets. Integrated energy firm Royal Dutch Shell, which was not in the index, also boosted results.

Note to shareholders: Scott Offen became Portfolio Manager on October 26, 2011.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 to November 30, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value June 1, 2011	Ending Account Value November 30, 2011	Expenses Paid During Period* June 1, 2011 to November 30, 2011
Equity-Income II	.68%
Actual		$ 1,000.00	$ 880.70	$ 3.21
Hypothetical^A		$ 1,000.00	$ 1,021.66	$ 3.45
Class K	.54%
Actual		$ 1,000.00	$ 881.40	$ 2.55
Hypothetical^A		$ 1,000.00	$ 1,022.36	$ 2.74

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	4.1	2.0
Microsoft Corp.	3.4	0.0
Procter & Gamble Co.	2.9	1.7
General Electric Co.	2.6	1.8
Chevron Corp.	2.5	2.6
Merck & Co., Inc.	2.2	1.5
AT&T, Inc.	2.2	2.9
McDonald's Corp.	2.1	0.0
JPMorgan Chase & Co.	2.0	3.4
The Coca-Cola Co.	2.0	0.5
	26.0
Top Five Market Sectors as of November 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Staples	15.3	7.2
Financials	14.3	27.4
Industrials	13.0	10.9
Information Technology	12.3	5.5
Health Care	10.3	9.7

Asset Allocation (% of fund's net assets)
As of November 30, 2011*			As of May 31, 2011**
	Stocks 97.5%			Stocks 96.5%
	Convertible Securities 0.0%			Convertible Securities 2.5%
	Short-Term Investments and Net Other Assets 2.5%			Short-Term Investments and Net Other Assets 1.0%
* Foreign investments		10.5%	** Foreign investments		14.5%

eik363535

Annual Report

Investments November 30, 2011

Showing Percentage of Net Assets

Common Stocks - 97.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 8.6%
Auto Components - 0.2%
Autoliv, Inc.	196,000		$ 10,443
Automobiles - 0.0%
Winnebago Industries, Inc. (a)	49,496		319
Hotels, Restaurants & Leisure - 3.0%
Darden Restaurants, Inc.	546,300		26,064
McDonald's Corp.	993,200		94,870
Wyndham Worldwide Corp.	498,600		17,675
			138,609
Media - 2.1%
Comcast Corp. Class A	1,579,800		35,814
Time Warner Cable, Inc.	578,471		34,986
Time Warner, Inc.	663,743		23,112
			93,912
Multiline Retail - 0.5%
Target Corp.	413,156		21,773
Tuesday Morning Corp. (a)	38,800		126
			21,899
Specialty Retail - 2.0%
Foot Locker, Inc.	1,367,300		32,255
Home Depot, Inc.	836,200		32,796
Limited Brands, Inc.	213,200		9,025
Lowe's Companies, Inc.	661,900		15,892
			89,968
Textiles, Apparel & Luxury Goods - 0.8%
VF Corp.	273,900		37,987
TOTAL CONSUMER DISCRETIONARY			393,137
CONSUMER STAPLES - 15.3%
Beverages - 3.8%
Anheuser-Busch InBev SA NV ADR	232,300		13,938
Diageo PLC	117,294		2,513
Dr Pepper Snapple Group, Inc.	721,300		26,349
PepsiCo, Inc.	623,071		39,877
The Coca-Cola Co.	1,353,242		90,978
			173,655
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.8%
Sysco Corp.	242,000		$ 6,907
Wal-Mart Stores, Inc.	1,250,400		73,649
			80,556
Food Products - 1.1%
Danone	189,700		12,503
Kraft Foods, Inc. Class A	990,041		35,790
			48,293
Household Products - 4.8%
Colgate-Palmolive Co.	534,400		48,898
Kimberly-Clark Corp.	567,021		40,525
Procter & Gamble Co.	2,028,805		131,000
			220,423
Tobacco - 3.8%
Altria Group, Inc.	1,683,600		48,302
British American Tobacco PLC sponsored ADR	146,700		13,665
Imperial Tobacco Group PLC	244,352		8,774
Japan Tobacco, Inc.	2,857		13,712
Lorillard, Inc.	56,800		6,340
Philip Morris International, Inc.	1,081,859		82,481
			173,274
TOTAL CONSUMER STAPLES			696,201
ENERGY - 10.2%
Energy Equipment & Services - 0.4%
Ensco International Ltd. ADR	345,500		17,956
Oil, Gas & Consumable Fuels - 9.8%
Atlas Pipeline Partners, LP	238,000		8,282
Bonavista Energy Corp. (d)	254,200		6,662
Chevron Corp.	1,117,270		114,878
Exxon Mobil Corp.	2,303,256		185,271
Legacy Reserves LP	224,100		6,010
Marathon Oil Corp.	423,168		11,832
Marathon Petroleum Corp.	514,584		17,182
Penn West Petroleum Ltd.	366,100		6,719
Royal Dutch Shell PLC Class A sponsored ADR	1,247,400		87,318
			444,154
TOTAL ENERGY			462,110
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 14.3%
Capital Markets - 0.6%
Bank of New York Mellon Corp.	609,010		$ 11,851
State Street Corp.	421,700		16,720
			28,571
Commercial Banks - 4.6%
Australia & New Zealand Banking Group Ltd.	401,129		8,523
BB&T Corp.	682,303		15,809
Comerica, Inc.	497,800		12,555
Huntington Bancshares, Inc.	1,528,900		8,027
PNC Financial Services Group, Inc.	541,300		29,344
U.S. Bancorp	1,903,300		49,334
Wells Fargo & Co.	3,236,308		83,691
			207,283
Diversified Financial Services - 2.2%
CME Group, Inc.	32,870		8,194
JPMorgan Chase & Co.	2,992,253		92,670
			100,864
Insurance - 2.7%
ACE Ltd.	274,400		19,079
AFLAC, Inc.	214,100		9,301
Axis Capital Holdings Ltd.	254,000		8,110
MetLife, Inc.	777,817		24,486
Prudential Financial, Inc.	418,500		21,193
The Travelers Companies, Inc.	436,200		24,536
Unum Group	679,609		15,298
			122,003
Real Estate Investment Trusts - 4.2%
AvalonBay Communities, Inc.	100,800		12,585
Boston Properties, Inc.	134,900		12,867
Brandywine Realty Trust (SBI)	1,072,500		9,341
BRE Properties, Inc.	212,400		10,335
Camden Property Trust (SBI)	138,273		7,983
DDR Corp.	852,200		9,962
Douglas Emmett, Inc.	543,900		9,779
Essex Property Trust, Inc.	94,900		12,607
Kimco Realty Corp.	618,400		9,752
Lexington Corporate Properties Trust	790,500		5,992
Post Properties, Inc.	264,500		10,577
Prologis, Inc.	584,113		16,250
Public Storage	104,100		13,731
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Simon Property Group, Inc.	104,200		$ 12,956
Ventas, Inc.	476,013		25,114
Weyerhaeuser Co.	563,408		9,460
			189,291
TOTAL FINANCIALS			648,012
HEALTH CARE - 10.3%
Health Care Equipment & Supplies - 0.6%
Baxter International, Inc.	478,979		24,744
Pharmaceuticals - 9.7%
Abbott Laboratories	470,100		25,644
Eli Lilly & Co.	607,252		22,984
GlaxoSmithKline PLC	1,813,023		40,193
Johnson & Johnson	1,347,366		87,202
Merck & Co., Inc.	2,864,928		102,421
Pfizer, Inc.	4,169,835		83,689
Roche Holding AG (participation certificate)	249,437		39,593
Sanofi-aventis	567,214		39,679
			441,405
TOTAL HEALTH CARE			466,149
INDUSTRIALS - 13.0%
Aerospace & Defense - 4.0%
Honeywell International, Inc.	577,900		31,293
Raytheon Co.	394,300		17,968
The Boeing Co.	624,217		42,877
United Technologies Corp.	1,174,030		89,931
			182,069
Air Freight & Logistics - 1.3%
United Parcel Service, Inc. Class B	844,900		60,622
Commercial Services & Supplies - 0.8%
Republic Services, Inc.	594,511		16,319
Waste Management, Inc.	590,800		18,492
			34,811
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - 1.3%
Cooper Industries PLC Class A	251,800		$ 13,982
Emerson Electric Co.	867,572		45,331
			59,313
Industrial Conglomerates - 2.9%
3M Co.	180,000		14,587
General Electric Co.	7,273,397		115,720
			130,307
Machinery - 0.9%
Caterpillar, Inc.	309,100		30,255
Cummins, Inc.	86,602		8,342
			38,597
Professional Services - 0.3%
Robert Half International, Inc.	584,600		15,486
Road & Rail - 1.5%
Norfolk Southern Corp.	572,700		43,262
Union Pacific Corp.	240,400		24,860
			68,122
TOTAL INDUSTRIALS			589,327
INFORMATION TECHNOLOGY - 12.3%
Communications Equipment - 1.2%
Motorola Solutions, Inc.	641,400		29,934
QUALCOMM, Inc.	425,500		23,317
			53,251
Computers & Peripherals - 0.7%
Hewlett-Packard Co.	1,068,348		29,860
Electronic Equipment & Components - 0.3%
Molex, Inc. (d)	278,600		6,948
TE Connectivity Ltd.	263,016		8,340
			15,288
IT Services - 1.7%
Accenture PLC Class A	740,100		42,874
Automatic Data Processing, Inc.	697,200		35,620
			78,494
Semiconductors & Semiconductor Equipment - 5.0%
Analog Devices, Inc.	1,146,300		39,960
Intel Corp.	2,736,487		68,166
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Intersil Corp. Class A	800,900		$ 8,514
KLA-Tencor Corp.	560,600		25,844
Linear Technology Corp.	784,100		24,017
Microchip Technology, Inc. (d)	584,700		20,412
Texas Instruments, Inc.	1,304,100		39,253
			226,166
Software - 3.4%
Microsoft Corp.	6,121,526		156,589
TOTAL INFORMATION TECHNOLOGY			559,648
MATERIALS - 2.9%
Chemicals - 2.5%
Air Products & Chemicals, Inc.	279,900		23,442
BASF AG	317,988		23,093
Dow Chemical Co.	1,050,232		29,102
E.I. du Pont de Nemours & Co.	474,900		22,662
Praxair, Inc.	160,400		16,361
			114,660
Metals & Mining - 0.4%
Freeport-McMoRan Copper & Gold, Inc.	420,600		16,656
TOTAL MATERIALS			131,316
TELECOMMUNICATION SERVICES - 3.7%
Diversified Telecommunication Services - 3.0%
AT&T, Inc.	3,501,224		101,465
CenturyLink, Inc.	999,446		37,499
			138,964
Wireless Telecommunication Services - 0.7%
Vodafone Group PLC	11,386,300		30,834
TOTAL TELECOMMUNICATION SERVICES			169,798
UTILITIES - 6.9%
Electric Utilities - 5.4%
American Electric Power Co., Inc.	963,777		38,243
Duke Energy Corp.	1,591,300		33,179
Edison International	822,657		32,339
FirstEnergy Corp.	222,430		9,891
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
NextEra Energy, Inc.	848,372		$ 47,034
PPL Corp.	1,465,109		43,983
Southern Co.	953,100		41,851
			246,520
Gas Utilities - 0.5%
ONEOK, Inc.	245,400		20,407
Multi-Utilities - 1.0%
National Grid PLC	2,012,691		19,786
Sempra Energy	521,800		27,755
			47,541
TOTAL UTILITIES			314,468
TOTAL COMMON STOCKS (Cost $4,369,741)		4,430,166
Money Market Funds - 2.8%

Fidelity Cash Central Fund, 0.11% (b)	107,002,389		107,002
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	19,815,820		19,816
TOTAL MONEY MARKET FUNDS (Cost $126,818)		126,818
TOTAL INVESTMENT PORTFOLIO - 100.3% (Cost $4,496,559)			4,556,984
NET OTHER ASSETS (LIABILITIES) - (0.3)%			(15,002)
NET ASSETS - 100%		$ 4,541,982

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 56
Fidelity Securities Lending Cash Central Fund	1,153
Total	$ 1,209

Other Information

The following is a summary of the inputs used, as of November 30, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 393,137	$ 393,137	$ -	$ -
Consumer Staples	696,201	679,976	16,225	-
Energy	462,110	462,110	-	-
Financials	648,012	639,489	8,523	-
Health Care	466,149	386,277	79,872	-
Industrials	589,327	589,327	-	-
Information Technology	559,648	559,648	-	-
Materials	131,316	131,316	-	-
Telecommunication Services	169,798	138,964	30,834	-
Utilities	314,468	294,682	19,786	-
Money Market Funds	126,818	126,818	-	-
Total Investments in Securities:	$ 4,556,984	$ 4,401,744	$ 155,240	$ -

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

United States of America	89.5%
United Kingdom	4.8%
Switzerland	1.5%
Ireland	1.2%
France	1.2%
Others (Individually Less Than 1%)	1.8%
	100.0%

Income Tax Information

The Fund intends to elect to defer to its fiscal year ending November 30, 2012 approximately $44,502,000 of losses recognized during the period November 1, 2011 to November 30, 2011.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2011

Assets
Investment in securities, at value (including securities loaned of $20,507) - See accompanying schedule: Unaffiliated issuers (cost $4,369,741)	$ 4,430,166
Fidelity Central Funds (cost $126,818)	126,818
Total Investments (cost $4,496,559)		$ 4,556,984
Receivable for investments sold		13,372
Receivable for fund shares sold		1,146
Dividends receivable		19,906
Distributions receivable from Fidelity Central Funds		105
Prepaid expenses		15
Other receivables		378
Total assets		4,591,906

Liabilities
Payable for investments purchased	$ 22,362
Payable for fund shares redeemed	4,888
Accrued management fee	1,712
Other affiliated payables	787
Other payables and accrued expenses	359
Collateral on securities loaned, at value	19,816
Total liabilities		49,924

Net Assets		$ 4,541,982
Net Assets consist of:
Paid in capital		$ 5,932,577
Undistributed net investment income		20,488
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(1,471,529)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		60,446
Net Assets		$ 4,541,982

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2011

Equity-Income II: Net Asset Value, offering price and redemption price per share ($4,198,109 ÷ 246,547 shares)		$ 17.03

Class K: Net Asset Value, offering price and redemption price per share ($343,873 ÷ 20,194 shares)		$ 17.03

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended November 30, 2011

Investment Income
Dividends		$ 123,933
Interest		2,042
Income from Fidelity Central Funds		1,209
Total income		127,184

Expenses
Management fee	$ 23,314
Transfer agent fees	9,268
Accounting and security lending fees	1,099
Custodian fees and expenses	129
Independent trustees' compensation	30
Registration fees	51
Audit	77
Legal	31
Interest	2
Miscellaneous	58
Total expenses before reductions	34,059
Expense reductions	(273)	33,786
Net investment income (loss)		93,398
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	480,146
Foreign currency transactions	(70)
Futures contracts	(3,545)
Total net realized gain (loss)		476,531
Change in net unrealized appreciation (depreciation) on: Investment securities	(362,341)
Assets and liabilities in foreign currencies	11
Total change in net unrealized appreciation (depreciation)		(362,330)
Net gain (loss)		114,201
Net increase (decrease) in net assets resulting from operations		$ 207,599

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2011	Year ended November 30, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 93,398	$ 83,324
Net realized gain (loss)	476,531	519,317
Change in net unrealized appreciation (depreciation)	(362,330)	(309,540)
Net increase (decrease) in net assets resulting from operations	207,599	293,101
Distributions to shareholders from net investment income	(92,232)	(78,814)
Share transactions - net increase (decrease)	(718,611)	(564,531)
Total increase (decrease) in net assets	(603,244)	(350,244)

Net Assets
Beginning of period	5,145,226	5,495,470
End of period (including undistributed net investment income of $20,488 and undistributed net investment income of $20,142, respectively)	$ 4,541,982	$ 5,145,226

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

Annual Report

Financial Highlights - Equity-Income II

Years ended November 30,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 16.81	$ 16.16	$ 13.32	$ 24.29	$ 25.12
Income from Investment Operations
Net investment income (loss) ^B	.33	.26	.27	.33	.33
Net realized and unrealized gain (loss)	.21	.63	2.86	(9.72)	1.29
Total from investment operations	.54	.89	3.13	(9.39)	1.62
Distributions from net investment income	(.32)	(.24)	(.29)	(.36)	(.38)
Distributions from net realized gain	-	-	-	(1.22)	(2.07)
Total distributions	(.32)	(.24)	(.29)	(1.58)	(2.45)
Net asset value, end of period	$ 17.03	$ 16.81	$ 16.16	$ 13.32	$ 24.29
Total Return ^A	3.17%	5.57%	24.07%	(41.13)%	6.90%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.68%	.69%	.75%	.67%	.65%
Expenses net of fee waivers, if any	.68%	.69%	.75%	.67%	.65%
Expenses net of all reductions	.67%	.69%	.74%	.67%	.65%
Net investment income (loss)	1.83%	1.57%	1.98%	1.70%	1.34%
Supplemental Data
Net assets, end of period (in millions)	$ 4,198	$ 4,777	$ 5,288	$ 5,212	$ 10,530
Portfolio turnover rate ^D	82%	30%	75%	76%	47%

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

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

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

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

Annual Report

Financial Highlights - Class K

Years ended November 30,	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 16.82	$ 16.16	$ 13.32	$ 21.42
Income from Investment Operations
Net investment income (loss) ^D	.35	.28	.29	.17
Net realized and unrealized gain (loss)	.21	.65	2.87	(8.08)
Total from investment operations	.56	.93	3.16	(7.91)
Distributions from net investment income	(.35)	(.27)	(.32)	(.19)
Net asset value, end of period	$ 17.03	$ 16.82	$ 16.16	$ 13.32
Total Return ^{B, C}	3.26%	5.80%	24.30%	(37.13)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.54%	.54%	.56%	.54% ^A
Expenses net of fee waivers, if any	.54%	.54%	.56%	.54% ^A
Expenses net of all reductions	.53%	.54%	.56%	.54% ^A
Net investment income (loss)	1.96%	1.72%	2.17%	2.11% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 344	$ 368	$ 208	$ 154
Portfolio turnover rate ^F	82%	30%	75%	76%

^A Annualized

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

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

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

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

^G For the period May 9, 2008 (commencement of sale of shares) to November 30, 2008.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2011

(Amounts in thousands except percentages)

1. Organization.

In January 2012, the Board of Trustees approved a change in the name of Fidelity Equity-Income II Fund to Fidelity Equity Dividend Income Fund effective January 28, 2012.

2. Investments in Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the 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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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. 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 market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of November 30, 2011, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Gross unrealized appreciation	$ 265,832
Gross unrealized depreciation	(212,006)
Net unrealized appreciation (depreciation) on securities and other investments	$ 53,826

Tax Cost	$ 4,503,158

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	$ 20,779
Capital loss carryforward	$ (1,420,428)
Net unrealized appreciation (depreciation)	$ 53,847

The tax character of distributions paid was as follows:

	November 30, 2011	November 30, 2010
Ordinary Income	$ 92,232	$ 78,814

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Certain risks arise upon entering into futures contracts, including the risk that an illiquid market limits the ability to close out a futures contract prior to settlement date.

During the period the Fund recognized net realized gain (loss) of $(3,545) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,129,061 and $4,889,226, respectively.

6. Fees and Other Transactions with Affiliates.

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 Equity Income II. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Equity-Income II	$ 9,085	.19
Class K	183	.05
	$ 9,268

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,289	.34%	$ 2

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $16 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

Annual Report

8. Security Lending - continued

9. Expense Reductions.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2011	2010
From net investment income
Equity-Income II	$ 85,256	$ 74,940
Class K	6,976	3,874
Total	$ 92,232	$ 78,814

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2011	2010	2011	2010
Equity-Income II
Shares sold	12,006	11,830	$ 216,001	$ 195,399
Reinvestment of distributions	4,548	4,305	80,768	71,108
Shares redeemed	(54,092)	(59,267)	(982,318)	(980,367)
Net increase (decrease)	(37,538)	(43,132)	$ (685,549)	$ (713,860)
Class K
Shares sold	4,934	12,200	$ 87,259	$ 201,326
Reinvestment of distributions	394	235	6,976	3,874
Shares redeemed	(7,042)	(3,385)	(127,297)	(55,871)
Net increase (decrease)	(1,714)	9,050	$ (33,062)	$ 149,329

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Equity-Income II 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 Equity-Income II Fund (a fund of Fidelity Financial Trust) at November 30, 2011, 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 Equity-Income II 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 November 30, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 19, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (46)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and 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 (53)
	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).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (50)
	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 and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

Total of 0.02% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Class K designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends received deduction for corporate shareholders.

Class K designates 100% of the dividends distributed during the fiscal year as amounts which may betaken into account as a dividend for the purposes of the maximum rate under section l(h)(ll)of the Internal Revenue Code.

The fund will notify shareholders in Class K January 20l2 of amounts for use in preparing 2Ol1 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Equity-Income II Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Equity-Income II Fund

eik363537

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

Annual Report

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. 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 13% means that 87% 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 Equity-Income II Fund

eik363539

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your workplace benefits (including your workplace savings plan, investments, and additional services) via your telephone or PC. You can access your plan and account information and research your investments 24 hours a day.

By Phone

Fidelity provides a single toll-free number to access plan information, account balances, positions, and quotes*. 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.

Fidelity Workplace
Investing
1-800-835-5092

By PC

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

Fidelity's Web Site
www.401k.com

Annual Report

To Write Fidelity

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

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

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 Management & Research
(Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

eik363548

EII-K-UANN-0112
1.863190.103

Fidelity®

Independence

Fund

Annual Report

November 30, 2011

Chairman's Message	(Click Here)	The Chairman's message to shareholders.
Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fundperformance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
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) website 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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(The Acting Chairman's photo appears here.)

Dear Shareholder:

Sincerely,

(The Acting Chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended November 30, 2011	Past 1 year	Past 5 years	Past 10 years
Fidelity® Independence Fund	-4.04%	1.11%	4.38%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity ® Independence Fund, a class of the fund, on November 30, 2001. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

fre419948

Annual Report

Management's Discussion of Fund Performance

Comments from Robert Bertelson, Portfolio Manager of Fidelity® Independence Fund: For the year, the fund's Retail Class shares returned -4.04%, significantly behind the S&P 500. Information technology, industrials, energy and consumer discretionary all had a major negative impact on relative performance, mainly because of stock selection. The two largest individual detractors were in industrials: air carriers United Continental Holdings and Delta Air Lines, which were hurt by rising crude oil prices earlier in the period and later by concern about slowing global economic growth. Other notable laggards were Brazilian homebuilder Gafisa, French telecommunications equipment provider Alcatel-Lucent - the latter of which I sold - and Vertex Pharmaceuticals. All of the detractors I've mentioned were non-index positions. Conversely, a large underweighting in the weak-performing financials sector aided performance. Within that sector, most of the boost came from the diversified financials group, where not owning index component Bank of America - the fund's top individual contributor - and avoiding Citigroup for most of the period lifted our results. An out-of-index position in Deckers Outdoor benefited from strong growth in sales of its popular UGG® boots, both in the U.S. and internationally.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 to November 30, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value June 1, 2011	Ending Account Value November 30, 2011	Expenses Paid During Period* June 1, 2011 to November 30, 2011
Independence	.74%
Actual		$ 1,000.00	$ 852.10	$ 3.44
Hypothetical^A		$ 1,000.00	$ 1,021.36	$ 3.75
Class K	.60%
Actual		$ 1,000.00	$ 852.30	$ 2.79
Hypothetical^A		$ 1,000.00	$ 1,022.06	$ 3.04

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.3	3.7
United Continental Holdings, Inc.	2.4	2.5
Schlumberger Ltd.	2.2	1.8
Pioneer Natural Resources Co.	2.2	1.5
Deckers Outdoor Corp.	2.1	1.8
Concho Resources, Inc.	2.0	1.4
Chevron Corp.	1.8	2.7
Delta Air Lines, Inc.	1.7	1.6
Continental Resources, Inc.	1.6	1.1
Macy's, Inc.	1.5	1.1
	21.8
Top Five Market Sectors as of November 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.4	19.3
Energy	19.3	17.4
Information Technology	16.4	20.6
Industrials	11.2	13.6
Health Care	9.9	11.4

Asset Allocation (% of fund's net assets)
As of November 30, 2011 *			As of May 31, 2011 **
	Stocks 92.0%			Stocks 99.6%
	Convertible Securities 0.2%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets 7.8%			Short-Term Investments and Net Other Assets 0.4%
* Foreign investments		15.7%	** Foreign investments		20.0%

fre419960

Annual Report

Investments November 30, 2011

Showing Percentage of Net Assets

Common Stocks - 92.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 23.2%
Auto Components - 1.5%
Autoliv, Inc.	400,000		$ 21,312
BorgWarner, Inc. (a)	200,000		13,184
TRW Automotive Holdings Corp. (a)	600,000		19,596
			54,092
Automobiles - 1.3%
Bayerische Motoren Werke AG (BMW)	94,786		7,131
Ford Motor Co. (a)	3,500,000		37,100
			44,231
Diversified Consumer Services - 0.8%
Anhanguera Educacional Participacoes SA	465,700		4,507
Weight Watchers International, Inc.	393,700		23,138
			27,645
Hotels, Restaurants & Leisure - 1.0%
Arcos Dorados Holdings, Inc.	530,000		11,618
Panera Bread Co. Class A (a)	165,300		23,701
			35,319
Household Durables - 1.2%
Gafisa SA sponsored ADR (d)	2,084,000		12,546
PulteGroup, Inc. (a)(d)	5,000,000		30,550
			43,096
Internet & Catalog Retail - 1.3%
Amazon.com, Inc. (a)	164,800		31,689
Priceline.com, Inc. (a)	31,100		15,111
			46,800
Media - 1.0%
Focus Media Holding Ltd. ADR (a)(d)	300,000		5,556
The Walt Disney Co.	800,000		28,680
			34,236
Multiline Retail - 2.5%
Dollar General Corp. (a)	100,000		4,057
Lojas Renner SA	200,000		5,995
Macy's, Inc.	1,652,300		53,419
Target Corp.	500,000		26,350
			89,821
Specialty Retail - 5.0%
China ZhengTong Auto Services Holdings Ltd.	4,660,000		4,779
Dick's Sporting Goods, Inc.	300,000		11,793
Hengdeli Holdings Ltd.	6,000,000		2,347
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Home Depot, Inc.	600,000		$ 23,532
Limited Brands, Inc.	800,000		33,864
Tiffany & Co., Inc.	275,000		18,436
TJX Companies, Inc.	450,000		27,765
Vitamin Shoppe, Inc. (a)	200,000		7,362
Williams-Sonoma, Inc.	1,272,700		48,070
			177,948
Textiles, Apparel & Luxury Goods - 7.6%
Arezzo Industria e Comercio SA	796,000		10,565
Burberry Group PLC	800,000		15,945
Coach, Inc.	565,600		35,401
Deckers Outdoor Corp. (a)	681,100		74,202
Fossil, Inc. (a)	400,000		35,836
Prada SpA	1,000,000		4,965
PVH Corp.	550,800		37,394
Ralph Lauren Corp.	100,000		14,186
Under Armour, Inc. Class A (sub. vtg.) (a)	100,000		8,133
Vera Bradley, Inc. (a)(d)	333,889		12,821
VF Corp.	160,000		22,190
			271,638
TOTAL CONSUMER DISCRETIONARY			824,826
CONSUMER STAPLES - 3.2%
Beverages - 0.8%
Hansen Natural Corp. (a)	300,000		27,660
Food & Staples Retailing - 0.1%
Droga Raia SA	313,000		4,864
Food Products - 1.4%
Green Mountain Coffee Roasters, Inc. (a)	945,400		49,567
Personal Products - 0.9%
Hengan International Group Co. Ltd.	2,481,000		23,407
Nu Skin Enterprises, Inc. Class A	150,000		7,161
			30,568
TOTAL CONSUMER STAPLES			112,659
ENERGY - 19.3%
Energy Equipment & Services - 6.5%
Baker Hughes, Inc.	839,100		45,823
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Carbo Ceramics, Inc. (d)	296,900		$ 42,255
Halliburton Co.	1,231,700		45,327
Saipem SpA	400,000		17,766
Schlumberger Ltd.	1,029,006		77,515
WorleyParsons Ltd.	70,800		1,945
			230,631
Oil, Gas & Consumable Fuels - 12.8%
Anadarko Petroleum Corp.	300,000		24,381
Cabot Oil & Gas Corp.	175,000		15,503
Chevron Corp.	610,100		62,730
Concho Resources, Inc. (a)	708,800		72,028
Continental Resources, Inc. (a)(d)	816,400		57,630
Hess Corp.	200,000		12,044
HollyFrontier Corp.	400,000		9,300
Kosmos Energy Ltd.	367,500		4,950
Marathon Oil Corp.	400,000		11,184
Oasis Petroleum, Inc. (a)(d)	800,000		24,376
Occidental Petroleum Corp.	400,000		39,560
Pioneer Natural Resources Co.	816,400		77,182
Whiting Petroleum Corp. (a)	988,500		45,975
			456,843
TOTAL ENERGY			687,474
FINANCIALS - 1.9%
Capital Markets - 1.3%
Apollo Global Management LLC Class A	2,601,800		32,575
Morgan Stanley	1,000,000		14,790
			47,365
Diversified Financial Services - 0.3%
Citigroup, Inc.	400,000		10,992
Real Estate Management & Development - 0.3%
CBRE Group, Inc. (a)	600,000		10,086
TOTAL FINANCIALS			68,443
HEALTH CARE - 9.9%
Biotechnology - 1.8%
Alexion Pharmaceuticals, Inc. (a)	475,000		32,614
Clovis Oncology, Inc.	39,600		510
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Inhibitex, Inc. (a)	193,000		$ 2,818
InterMune, Inc. (a)	134,155		2,436
Vertex Pharmaceuticals, Inc. (a)	891,700		25,850
			64,228
Health Care Providers & Services - 4.8%
Accretive Health, Inc. (a)	641,100		14,797
HMS Holdings Corp. (a)	814,500		24,704
Humana, Inc.	519,500		46,069
UnitedHealth Group, Inc.	900,000		43,893
WellPoint, Inc.	575,000		40,566
			170,029
Health Care Technology - 0.7%
SXC Health Solutions Corp. (a)	400,000		23,640
Pharmaceuticals - 2.6%
Elan Corp. PLC sponsored ADR (a)	2,100,000		22,722
Shire PLC sponsored ADR	321,400		32,564
Valeant Pharmaceuticals International, Inc. (Canada)	844,360		39,074
			94,360
TOTAL HEALTH CARE			352,257
INDUSTRIALS - 11.2%
Airlines - 4.9%
Copa Holdings SA Class A	300,000		19,368
Delta Air Lines, Inc. (a)	7,518,375		61,049
Gol Linhas Aereas Inteligentes SA sponsored ADR	1,000,000		7,580
United Continental Holdings, Inc. (a)	4,745,500		85,277
			173,274
Building Products - 0.3%
Owens Corning (a)	400,000		11,480
Commercial Services & Supplies - 0.2%
Swisher Hygiene, Inc.	1,531,745		5,928
Construction & Engineering - 0.5%
Fluor Corp.	316,900		17,372
Electrical Equipment - 0.4%
Roper Industries, Inc.	150,000		12,779
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - 3.8%
Caterpillar, Inc.	362,600		$ 35,491
Cummins, Inc.	177,200		17,070
Dover Corp.	175,000		9,620
Kennametal, Inc.	400,000		15,244
MAN SE	100,000		8,629
Parker Hannifin Corp.	396,000		32,781
Sandvik AB	650,000		8,286
Weg SA	700,000		6,929
			134,050
Professional Services - 0.3%
Qualicorp SA	886,000		7,472
Robert Half International, Inc.	200,000		5,298
			12,770
Trading Companies & Distributors - 0.8%
Air Lease Corp.:
Class A (a)(e)	500,600		11,223
Class A (d)	498,200		11,170
Mills Estruturas e Servicos de Engenharia SA	801,000		7,087
			29,480
TOTAL INDUSTRIALS			397,133
INFORMATION TECHNOLOGY - 16.4%
Communications Equipment - 1.6%
Cisco Systems, Inc.	1,500,000		27,960
HTC Corp.	840,000		13,833
Riverbed Technology, Inc. (a)	650,000		16,900
			58,693
Computers & Peripherals - 4.3%
Apple, Inc. (a)	396,100		151,386
Fusion-io, Inc.	30,500		1,021
			152,407
Internet Software & Services - 2.5%
Active Network, Inc.	129,800		1,646
Baidu.com, Inc. sponsored ADR (a)	150,000		19,649
Bankrate, Inc. (d)	129,900		2,355
Cornerstone OnDemand, Inc. (d)	283,600		4,572
Facebook, Inc. Class B (f)	171,740		4,294
Google, Inc. Class A (a)	74,000		44,355
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Renren, Inc. ADR (d)	330,500		$ 1,223
Tencent Holdings Ltd.	395,700		7,734
YouKu.com, Inc. ADR (a)(d)	91,400		1,785
			87,613
IT Services - 2.1%
Cognizant Technology Solutions Corp. Class A (a)	691,700		46,586
MasterCard, Inc. Class A	80,000		29,964
			76,550
Semiconductors & Semiconductor Equipment - 1.3%
ASML Holding NV	400,000		15,812
Freescale Semiconductor Holdings I Ltd.	839,600		10,638
Lam Research Corp. (a)	100,000		4,077
NXP Semiconductors NV (a)	892,100		15,076
			45,603
Software - 4.6%
Ariba, Inc. (a)	400,000		12,140
Citrix Systems, Inc. (a)	450,000		32,126
CommVault Systems, Inc. (a)	200,000		9,926
Informatica Corp. (a)	937,200		42,132
RealPage, Inc. (a)	275,941		6,907
salesforce.com, Inc. (a)	200,000		23,684
Taleo Corp. Class A (a)	500,000		16,195
VMware, Inc. Class A (a)	200,000		19,336
			162,446
TOTAL INFORMATION TECHNOLOGY			583,312
MATERIALS - 6.9%
Chemicals - 6.0%
Celanese Corp. Class A	550,000		25,570
CF Industries Holdings, Inc.	260,600		36,432
Dow Chemical Co.	1,374,600		38,090
LyondellBasell Industries NV Class A	832,300		27,191
Rockwood Holdings, Inc. (a)	503,300		22,427
The Mosaic Co.	500,000		26,380
Uralkali JSC GDR (Reg. S)	350,000		14,137
Westlake Chemical Corp. (d)	589,854		24,774
			215,001
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - 0.9%
First Quantum Minerals Ltd.	1,125,000		$ 22,722
Genel Energy PLC	638,500		8,818
			31,540
TOTAL MATERIALS			246,541
TOTAL COMMON STOCKS (Cost $3,029,495)		3,272,645
Convertible Preferred Stocks - 0.2%

CONSUMER DISCRETIONARY - 0.2%
Textiles, Apparel & Luxury Goods - 0.2%
Michael Kors Holdings Ltd. (f) (Cost $8,500)	184,570		8,500
Money Market Funds - 10.5%

Fidelity Cash Central Fund, 0.11% (b)	265,034,384		265,034
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	108,845,225		108,845
TOTAL MONEY MARKET FUNDS (Cost $373,879)		373,879
TOTAL INVESTMENT PORTFOLIO - 102.7% (Cost $3,411,874)		3,655,024
NET OTHER ASSETS (LIABILITIES) - (2.7)%		(96,027)
NET ASSETS - 100%		$ 3,558,997

Legend

(a) Non-income producing

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

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $12,794,000 or 0.4% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Facebook, Inc. Class B	3/31/11	$ 4,294
Michael Kors Holdings Ltd.	7/8/11	$ 8,500

Affiliated Central Funds

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

Fund	Income earned (Amount in thousands)
Fidelity Cash Central Fund	$ 17
Fidelity Securities Lending Cash Central Fund	1,210
Total	$ 1,227

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 833,326	$ 812,735	$ 12,091	$ 8,500
Consumer Staples	112,659	89,252	23,407	-
Energy	687,474	685,529	1,945	-
Financials	68,443	68,443	-	-
Health Care	352,257	352,257	-	-
Industrials	397,133	397,133	-	-
Information Technology	583,312	557,451	21,567	4,294
Materials	246,541	246,541	-	-
Money Market Funds	373,879	373,879	-	-
Total Investments in Securities:	$ 3,655,024	$ 3,583,220	$ 59,010	$ 12,794

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

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 10,262
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	-
Cost of Purchases	12,794
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	(10,262)
Ending Balance	$ 12,794
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2011	$ -

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

United States of America	84.3%
Canada	2.4%
Curacao	2.2%
Cayman Islands	2.0%
Brazil	1.8%
Netherlands	1.7%
Others (Individually Less Than 1%)	5.6%
	100.0%

Income Tax Information

At November 30, 2011, the Fund had a capital loss carryforward of approximately $943,311,000 of which $170,413,000 and $772,898,000 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2011

Assets
Investment in securities, at value (including securities loaned of $112,017) - See accompanying schedule: Unaffiliated issuers (cost $3,037,995)	$ 3,281,145
Fidelity Central Funds (cost $373,879)	373,879
Total Investments (cost $3,411,874)		$ 3,655,024
Cash		109
Receivable for investments sold		94,167
Receivable for fund shares sold		659
Dividends receivable		9,052
Distributions receivable from Fidelity Central Funds		150
Prepaid expenses		14
Other receivables		111
Total assets		3,759,286

Liabilities
Payable for investments purchased	$ 84,700
Payable for fund shares redeemed	3,581
Accrued management fee	2,313
Other affiliated payables	615
Other payables and accrued expenses	235
Collateral on securities loaned, at value	108,845
Total liabilities		200,289

Net Assets		$ 3,558,997
Net Assets consist of:
Paid in capital		$ 4,259,411
Undistributed net investment income		7,301
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(950,756)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		243,041
Net Assets		$ 3,558,997

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2011

Independence: Net Asset Value, offering price and redemption price per share ($3,272,415 ÷ 146,433 shares)		$ 22.35

Class K: Net Asset Value, offering price and redemption price per share ($286,582 ÷ 12,799 shares)		$ 22.39

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended November 30, 2011

Investment Income
Dividends		$ 30,999
Special dividends		5,616
Income from Fidelity Central Funds		1,227
Total income		37,842

Expenses
Management fee Basic fee	$ 23,293
Performance adjustment	(3,267)
Transfer agent fees	7,184
Accounting and security lending fees	1,069
Custodian fees and expenses	321
Independent trustees' compensation	24
Registration fees	74
Audit	75
Legal	24
Interest	2
Miscellaneous	44
Total expenses before reductions	28,843
Expense reductions	(187)	28,656
Net investment income (loss)		9,186
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	544,748
Foreign currency transactions	(975)
Total net realized gain (loss)		543,773
Change in net unrealized appreciation (depreciation) on: Investment securities	(682,863)
Assets and liabilities in foreign currencies	(91)
Total change in net unrealized appreciation (depreciation)		(682,954)
Net gain (loss)		(139,181)
Net increase (decrease) in net assets resulting from operations		$ (129,995)

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2011	Year ended November 30, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 9,186	$ (6,017)
Net realized gain (loss)	543,773	605,914
Change in net unrealized appreciation (depreciation)	(682,954)	204,885
Net increase (decrease) in net assets resulting from operations	(129,995)	804,782
Distributions to shareholders from net investment income	-	(7,207)
Distributions to shareholders from net realized gain	-	(1,044)
Total distributions	-	(8,251)
Share transactions - net increase (decrease)	(542,641)	(566,877)
Total increase (decrease) in net assets	(672,636)	229,654

Net Assets
Beginning of period	4,231,633	4,001,979
End of period (including undistributed net investment income of $7,301 and accumulated net investment loss of $96, respectively)	$ 3,558,997	$ 4,231,633

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

Annual Report

Financial Highlights - Independence

Years ended November 30,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 23.29	$ 19.10	$ 14.17	$ 27.60	$ 22.03
Income from Investment Operations
Net investment income (loss)^B	.05^E	(.03)	.06	.08	.07
Net realized and unrealized gain (loss)	(.99)	4.26	4.96	(12.75)	5.60
Total from investment operations	(.94)	4.23	5.02	(12.67)	5.67
Distributions from net investment income	-	(.03)	(.09)	(.01)	(.10)
Distributions from net realized gain	-	(.01)	-	(.75)	-
Total distributions	-	(.04)	(.09)	(.76)	(.10)
Net asset value, end of period	$ 22.35	$ 23.29	$ 19.10	$ 14.17	$ 27.60
Total Return^A	(4.04)%	22.18%	35.62%	(47.19)%	25.85%
Ratios to Average Net Assets^C,F
Expenses before reductions	.70%	.92%	.92%	.91%	.90%
Expenses net of fee waivers, if any	.70%	.92%	.92%	.91%	.90%
Expenses net of all reductions	.70%	.92%	.91%	.90%	.89%
Net investment income (loss)	.21%^E	(.16)%	.36%	.34%	.31%
Supplemental Data
Net assets, end of period (in millions)	$ 3,272	$ 3,988	$ 3,824	$ 3,407	$ 5,899
Portfolio turnover rate^D	93%	103%	173%	173%	175%

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

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

^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 .08%.

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

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

Annual Report

Financial Highlights - Class K

Years ended November 30,	2011	2010	2009	2008^H
Selected Per-Share Data
Net asset value, beginning of period	$ 23.31	$ 19.12	$ 14.18	$ 28.56
Income from Investment Operations
Net investment income (loss)^D	.08^G	-^J	.09	.09
Net realized and unrealized gain (loss)	(1.00)	4.26	4.96	(14.47)
Total from investment operations	(.92)	4.26	5.05	(14.38)
Distributions from net investment income	-	(.07)	(.11)	-
Distributions from net realized gain	-	(.01)	-	-
Total distributions	-	(.07)^K	(.11)	-
Net asset value, end of period	$ 22.39	$ 23.31	$ 19.12	$ 14.18
Total Return^B,C	(3.95)%	22.37%	35.94%	(50.35)%
Ratios to Average Net Assets^E,I
Expenses before reductions	.57%	.78%	.73%	.79%^A
Expenses net of fee waivers, if any	.57%	.78%	.73%	.79%^A
Expenses net of all reductions	.57%	.77%	.72%	.78%^A
Net investment income (loss)	.34%^G	(.01)%	.56%	1.04%^A
Supplemental Data
Net assets, end of period (in millions)	$ 287	$ 243	$ 178	$ 78
Portfolio turnover rate^F	93%	103%	173%	173%

^A Annualized

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

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

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

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

^G 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 .21%.

^H For the period May 9, 2008 (commencement of sale of shares) to November 30, 2008.

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

^K Total distributions of $.07 per share is comprised of distributions from net investment income of $.067 and distributions from net realized gain of $.005 per share.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2011

(Amounts in thousands except percentages)

1. Organization.

Fidelity Independence Fund (the Fund) is a fund of Fidelity Financial 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 Independence and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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 fees incurred. Certain expense reductions may also differ by class. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the 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.

Annual Report

3. Significant Accounting Policies - continued

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. 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 market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

Annual Report

3. Significant Accounting Policies - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships, deferred trustees compensations, 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	$ 491,868
Gross unrealized depreciation	(256,164)
Net unrealized appreciation (depreciation) on securities and other investments	$ 235,704

Tax Cost	$ 3,419,320

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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	$ 7,393
Capital loss carryforward	$ (943,311)
Net unrealized appreciation (depreciation)	$ 235,595

The tax character of distributions paid was as follows:

	November 30, 2011	November 30, 2010
Ordinary income	$ -	$ 8,251

Annual Report

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,887,333 and $4,682,584, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Independence as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .48% of the Fund's average net assets.

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 Independence. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Independence	$ 7,040	.18
Class K	144	.05
	$ 7,184

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $65 for the period.

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,854	.38%	$ 2

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $13 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

Annual Report

8. Security Lending - continued

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. The value of securities loaned to FCM at period end was $169. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,210, including $22 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $187 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by ninety-six dollars.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2011	2010
From net investment income
Independence	$ -	$ 6,585
Class K	-	622
Total	$ -	$ 7,207
From net realized gain
Independence	$ -	$ 998
Class K	-	46
Total	$ -	$ 1,044

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2011	2010	2011	2010
Independence
Shares sold	10,435	11,119	$ 255,584	$ 231,763
Reinvestment of distributions	-	385	-	7,469
Shares redeemed	(35,226)	(40,468)	(854,587)	(829,719)
Net increase (decrease)	(24,791)	(28,964)	$ (599,003)	$ (590,487)
Class K
Shares sold	5,587	5,967	$ 134,810	$ 122,003
Reinvestment of distributions	-	35	-	669
Shares redeemed	(3,230)	(4,890)	(78,448)	(99,062)
Net increase (decrease)	2,357	1,112	$ 56,362	$ 23,610

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Independence 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 Independence Fund (a fund of Fidelity Financial Trust) at November 30, 2011, 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 Independence 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 statement0 presentation. We believe that our audits, which included confirmation of securities at November 30, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 17, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (46)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and 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 (53)
	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).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (50)
	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 and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Independence Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. 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 numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Fidelity Independence Fund

fre419962

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "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 10% means that 90% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Independence Fund

fre419964

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, Illinois

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) fre419966
1-800-544-5555

Automated line for quickest service

FRE-UANN-0112
1.786709.108

Fidelity®

Independence

Fund -
Class K

Annual Report

November 30, 2011

Chairman's Message	(Click Here)	The Chairman's message to shareholders.
Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fundperformance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
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) website at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(The Acting Chairman's photo appears here.)

Dear Shareholder:

Sincerely,

(The Acting Chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended November 30, 2011	Past 1 year	Past 5 years	Past 10 years
Class K^A	-3.95%	1.22%	4.44%

^AThe initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Independence Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Independence Fund - Class K on November 30, 2001. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

frk476129

Annual Report

Management's Discussion of Fund Performance

Comments from Robert Bertelson, Portfolio Manager of Fidelity® Independence Fund: For the year, the fund's Class K shares returned -3.95%, significantly behind the S&P 500. Information technology, industrials, energy and consumer discretionary all had a major negative impact on relative performance, mainly because of stock selection. The two largest individual detractors were in industrials: air carriers United Continental Holdings and Delta Air Lines, which were hurt by rising crude oil prices earlier in the period and later by concern about slowing global economic growth. Other notable laggards were Brazilian homebuilder Gafisa, French telecommunications equipment provider Alcatel-Lucent - the latter of which I sold - and Vertex Pharmaceuticals. All of the detractors I've mentioned were non-index positions. Conversely, a large underweighting in the weak-performing financials sector aided performance. Within that sector, most of the boost came from the diversified financials group, where not owning index component Bank of America - the fund's top individual contributor - and avoiding Citigroup for most of the period lifted our results. An out-of-index position in Deckers Outdoor benefited from strong growth in sales of its popular UGG® boots, both in the U.S. and internationally.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 to November 30, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value June 1, 2011	Ending Account Value November 30, 2011	Expenses Paid During Period* June 1, 2011 to November 30, 2011
Independence	.74%
Actual		$ 1,000.00	$ 852.10	$ 3.44
Hypothetical^A		$ 1,000.00	$ 1,021.36	$ 3.75
Class K	.60%
Actual		$ 1,000.00	$ 852.30	$ 2.79
Hypothetical^A		$ 1,000.00	$ 1,022.06	$ 3.04

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.3	3.7
United Continental Holdings, Inc.	2.4	2.5
Schlumberger Ltd.	2.2	1.8
Pioneer Natural Resources Co.	2.2	1.5
Deckers Outdoor Corp.	2.1	1.8
Concho Resources, Inc.	2.0	1.4
Chevron Corp.	1.8	2.7
Delta Air Lines, Inc.	1.7	1.6
Continental Resources, Inc.	1.6	1.1
Macy's, Inc.	1.5	1.1
	21.8
Top Five Market Sectors as of November 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.4	19.3
Energy	19.3	17.4
Information Technology	16.4	20.6
Industrials	11.2	13.6
Health Care	9.9	11.4

Asset Allocation (% of fund's net assets)
As of November 30, 2011 *			As of May 31, 2011 **
	Stocks 92.0%			Stocks 99.6%
	Convertible Securities 0.2%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets 7.8%			Short-Term Investments and Net Other Assets 0.4%
* Foreign investments		15.7%	** Foreign investments		20.0%

frk476141

Annual Report

Investments November 30, 2011

Showing Percentage of Net Assets

Common Stocks - 92.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 23.2%
Auto Components - 1.5%
Autoliv, Inc.	400,000		$ 21,312
BorgWarner, Inc. (a)	200,000		13,184
TRW Automotive Holdings Corp. (a)	600,000		19,596
			54,092
Automobiles - 1.3%
Bayerische Motoren Werke AG (BMW)	94,786		7,131
Ford Motor Co. (a)	3,500,000		37,100
			44,231
Diversified Consumer Services - 0.8%
Anhanguera Educacional Participacoes SA	465,700		4,507
Weight Watchers International, Inc.	393,700		23,138
			27,645
Hotels, Restaurants & Leisure - 1.0%
Arcos Dorados Holdings, Inc.	530,000		11,618
Panera Bread Co. Class A (a)	165,300		23,701
			35,319
Household Durables - 1.2%
Gafisa SA sponsored ADR (d)	2,084,000		12,546
PulteGroup, Inc. (a)(d)	5,000,000		30,550
			43,096
Internet & Catalog Retail - 1.3%
Amazon.com, Inc. (a)	164,800		31,689
Priceline.com, Inc. (a)	31,100		15,111
			46,800
Media - 1.0%
Focus Media Holding Ltd. ADR (a)(d)	300,000		5,556
The Walt Disney Co.	800,000		28,680
			34,236
Multiline Retail - 2.5%
Dollar General Corp. (a)	100,000		4,057
Lojas Renner SA	200,000		5,995
Macy's, Inc.	1,652,300		53,419
Target Corp.	500,000		26,350
			89,821
Specialty Retail - 5.0%
China ZhengTong Auto Services Holdings Ltd.	4,660,000		4,779
Dick's Sporting Goods, Inc.	300,000		11,793
Hengdeli Holdings Ltd.	6,000,000		2,347
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Home Depot, Inc.	600,000		$ 23,532
Limited Brands, Inc.	800,000		33,864
Tiffany & Co., Inc.	275,000		18,436
TJX Companies, Inc.	450,000		27,765
Vitamin Shoppe, Inc. (a)	200,000		7,362
Williams-Sonoma, Inc.	1,272,700		48,070
			177,948
Textiles, Apparel & Luxury Goods - 7.6%
Arezzo Industria e Comercio SA	796,000		10,565
Burberry Group PLC	800,000		15,945
Coach, Inc.	565,600		35,401
Deckers Outdoor Corp. (a)	681,100		74,202
Fossil, Inc. (a)	400,000		35,836
Prada SpA	1,000,000		4,965
PVH Corp.	550,800		37,394
Ralph Lauren Corp.	100,000		14,186
Under Armour, Inc. Class A (sub. vtg.) (a)	100,000		8,133
Vera Bradley, Inc. (a)(d)	333,889		12,821
VF Corp.	160,000		22,190
			271,638
TOTAL CONSUMER DISCRETIONARY			824,826
CONSUMER STAPLES - 3.2%
Beverages - 0.8%
Hansen Natural Corp. (a)	300,000		27,660
Food & Staples Retailing - 0.1%
Droga Raia SA	313,000		4,864
Food Products - 1.4%
Green Mountain Coffee Roasters, Inc. (a)	945,400		49,567
Personal Products - 0.9%
Hengan International Group Co. Ltd.	2,481,000		23,407
Nu Skin Enterprises, Inc. Class A	150,000		7,161
			30,568
TOTAL CONSUMER STAPLES			112,659
ENERGY - 19.3%
Energy Equipment & Services - 6.5%
Baker Hughes, Inc.	839,100		45,823
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Carbo Ceramics, Inc. (d)	296,900		$ 42,255
Halliburton Co.	1,231,700		45,327
Saipem SpA	400,000		17,766
Schlumberger Ltd.	1,029,006		77,515
WorleyParsons Ltd.	70,800		1,945
			230,631
Oil, Gas & Consumable Fuels - 12.8%
Anadarko Petroleum Corp.	300,000		24,381
Cabot Oil & Gas Corp.	175,000		15,503
Chevron Corp.	610,100		62,730
Concho Resources, Inc. (a)	708,800		72,028
Continental Resources, Inc. (a)(d)	816,400		57,630
Hess Corp.	200,000		12,044
HollyFrontier Corp.	400,000		9,300
Kosmos Energy Ltd.	367,500		4,950
Marathon Oil Corp.	400,000		11,184
Oasis Petroleum, Inc. (a)(d)	800,000		24,376
Occidental Petroleum Corp.	400,000		39,560
Pioneer Natural Resources Co.	816,400		77,182
Whiting Petroleum Corp. (a)	988,500		45,975
			456,843
TOTAL ENERGY			687,474
FINANCIALS - 1.9%
Capital Markets - 1.3%
Apollo Global Management LLC Class A	2,601,800		32,575
Morgan Stanley	1,000,000		14,790
			47,365
Diversified Financial Services - 0.3%
Citigroup, Inc.	400,000		10,992
Real Estate Management & Development - 0.3%
CBRE Group, Inc. (a)	600,000		10,086
TOTAL FINANCIALS			68,443
HEALTH CARE - 9.9%
Biotechnology - 1.8%
Alexion Pharmaceuticals, Inc. (a)	475,000		32,614
Clovis Oncology, Inc.	39,600		510
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Inhibitex, Inc. (a)	193,000		$ 2,818
InterMune, Inc. (a)	134,155		2,436
Vertex Pharmaceuticals, Inc. (a)	891,700		25,850
			64,228
Health Care Providers & Services - 4.8%
Accretive Health, Inc. (a)	641,100		14,797
HMS Holdings Corp. (a)	814,500		24,704
Humana, Inc.	519,500		46,069
UnitedHealth Group, Inc.	900,000		43,893
WellPoint, Inc.	575,000		40,566
			170,029
Health Care Technology - 0.7%
SXC Health Solutions Corp. (a)	400,000		23,640
Pharmaceuticals - 2.6%
Elan Corp. PLC sponsored ADR (a)	2,100,000		22,722
Shire PLC sponsored ADR	321,400		32,564
Valeant Pharmaceuticals International, Inc. (Canada)	844,360		39,074
			94,360
TOTAL HEALTH CARE			352,257
INDUSTRIALS - 11.2%
Airlines - 4.9%
Copa Holdings SA Class A	300,000		19,368
Delta Air Lines, Inc. (a)	7,518,375		61,049
Gol Linhas Aereas Inteligentes SA sponsored ADR	1,000,000		7,580
United Continental Holdings, Inc. (a)	4,745,500		85,277
			173,274
Building Products - 0.3%
Owens Corning (a)	400,000		11,480
Commercial Services & Supplies - 0.2%
Swisher Hygiene, Inc.	1,531,745		5,928
Construction & Engineering - 0.5%
Fluor Corp.	316,900		17,372
Electrical Equipment - 0.4%
Roper Industries, Inc.	150,000		12,779
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - 3.8%
Caterpillar, Inc.	362,600		$ 35,491
Cummins, Inc.	177,200		17,070
Dover Corp.	175,000		9,620
Kennametal, Inc.	400,000		15,244
MAN SE	100,000		8,629
Parker Hannifin Corp.	396,000		32,781
Sandvik AB	650,000		8,286
Weg SA	700,000		6,929
			134,050
Professional Services - 0.3%
Qualicorp SA	886,000		7,472
Robert Half International, Inc.	200,000		5,298
			12,770
Trading Companies & Distributors - 0.8%
Air Lease Corp.:
Class A (a)(e)	500,600		11,223
Class A (d)	498,200		11,170
Mills Estruturas e Servicos de Engenharia SA	801,000		7,087
			29,480
TOTAL INDUSTRIALS			397,133
INFORMATION TECHNOLOGY - 16.4%
Communications Equipment - 1.6%
Cisco Systems, Inc.	1,500,000		27,960
HTC Corp.	840,000		13,833
Riverbed Technology, Inc. (a)	650,000		16,900
			58,693
Computers & Peripherals - 4.3%
Apple, Inc. (a)	396,100		151,386
Fusion-io, Inc.	30,500		1,021
			152,407
Internet Software & Services - 2.5%
Active Network, Inc.	129,800		1,646
Baidu.com, Inc. sponsored ADR (a)	150,000		19,649
Bankrate, Inc. (d)	129,900		2,355
Cornerstone OnDemand, Inc. (d)	283,600		4,572
Facebook, Inc. Class B (f)	171,740		4,294
Google, Inc. Class A (a)	74,000		44,355
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Renren, Inc. ADR (d)	330,500		$ 1,223
Tencent Holdings Ltd.	395,700		7,734
YouKu.com, Inc. ADR (a)(d)	91,400		1,785
			87,613
IT Services - 2.1%
Cognizant Technology Solutions Corp. Class A (a)	691,700		46,586
MasterCard, Inc. Class A	80,000		29,964
			76,550
Semiconductors & Semiconductor Equipment - 1.3%
ASML Holding NV	400,000		15,812
Freescale Semiconductor Holdings I Ltd.	839,600		10,638
Lam Research Corp. (a)	100,000		4,077
NXP Semiconductors NV (a)	892,100		15,076
			45,603
Software - 4.6%
Ariba, Inc. (a)	400,000		12,140
Citrix Systems, Inc. (a)	450,000		32,126
CommVault Systems, Inc. (a)	200,000		9,926
Informatica Corp. (a)	937,200		42,132
RealPage, Inc. (a)	275,941		6,907
salesforce.com, Inc. (a)	200,000		23,684
Taleo Corp. Class A (a)	500,000		16,195
VMware, Inc. Class A (a)	200,000		19,336
			162,446
TOTAL INFORMATION TECHNOLOGY			583,312
MATERIALS - 6.9%
Chemicals - 6.0%
Celanese Corp. Class A	550,000		25,570
CF Industries Holdings, Inc.	260,600		36,432
Dow Chemical Co.	1,374,600		38,090
LyondellBasell Industries NV Class A	832,300		27,191
Rockwood Holdings, Inc. (a)	503,300		22,427
The Mosaic Co.	500,000		26,380
Uralkali JSC GDR (Reg. S)	350,000		14,137
Westlake Chemical Corp. (d)	589,854		24,774
			215,001
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - 0.9%
First Quantum Minerals Ltd.	1,125,000		$ 22,722
Genel Energy PLC	638,500		8,818
			31,540
TOTAL MATERIALS			246,541
TOTAL COMMON STOCKS (Cost $3,029,495)		3,272,645
Convertible Preferred Stocks - 0.2%

CONSUMER DISCRETIONARY - 0.2%
Textiles, Apparel & Luxury Goods - 0.2%
Michael Kors Holdings Ltd. (f) (Cost $8,500)	184,570		8,500
Money Market Funds - 10.5%

Fidelity Cash Central Fund, 0.11% (b)	265,034,384		265,034
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	108,845,225		108,845
TOTAL MONEY MARKET FUNDS (Cost $373,879)		373,879
TOTAL INVESTMENT PORTFOLIO - 102.7% (Cost $3,411,874)		3,655,024
NET OTHER ASSETS (LIABILITIES) - (2.7)%		(96,027)
NET ASSETS - 100%		$ 3,558,997

Legend

(a) Non-income producing

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Facebook, Inc. Class B	3/31/11	$ 4,294
Michael Kors Holdings Ltd.	7/8/11	$ 8,500

Affiliated Central Funds

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

Fund	Income earned (Amount in thousands)
Fidelity Cash Central Fund	$ 17
Fidelity Securities Lending Cash Central Fund	1,210
Total	$ 1,227

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 833,326	$ 812,735	$ 12,091	$ 8,500
Consumer Staples	112,659	89,252	23,407	-
Energy	687,474	685,529	1,945	-
Financials	68,443	68,443	-	-
Health Care	352,257	352,257	-	-
Industrials	397,133	397,133	-	-
Information Technology	583,312	557,451	21,567	4,294
Materials	246,541	246,541	-	-
Money Market Funds	373,879	373,879	-	-
Total Investments in Securities:	$ 3,655,024	$ 3,583,220	$ 59,010	$ 12,794

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

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 10,262
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	-
Cost of Purchases	12,794
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	(10,262)
Ending Balance	$ 12,794
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2011	$ -

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

United States of America	84.3%
Canada	2.4%
Curacao	2.2%
Cayman Islands	2.0%
Brazil	1.8%
Netherlands	1.7%
Others (Individually Less Than 1%)	5.6%
	100.0%

Income Tax Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2011

Assets
Investment in securities, at value (including securities loaned of $112,017) - See accompanying schedule: Unaffiliated issuers (cost $3,037,995)	$ 3,281,145
Fidelity Central Funds (cost $373,879)	373,879
Total Investments (cost $3,411,874)		$ 3,655,024
Cash		109
Receivable for investments sold		94,167
Receivable for fund shares sold		659
Dividends receivable		9,052
Distributions receivable from Fidelity Central Funds		150
Prepaid expenses		14
Other receivables		111
Total assets		3,759,286

Liabilities
Payable for investments purchased	$ 84,700
Payable for fund shares redeemed	3,581
Accrued management fee	2,313
Other affiliated payables	615
Other payables and accrued expenses	235
Collateral on securities loaned, at value	108,845
Total liabilities		200,289

Net Assets		$ 3,558,997
Net Assets consist of:
Paid in capital		$ 4,259,411
Undistributed net investment income		7,301
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(950,756)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		243,041
Net Assets		$ 3,558,997

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2011

Independence: Net Asset Value, offering price and redemption price per share ($3,272,415 ÷ 146,433 shares)		$ 22.35

Class K: Net Asset Value, offering price and redemption price per share ($286,582 ÷ 12,799 shares)		$ 22.39

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended November 30, 2011

Investment Income
Dividends		$ 30,999
Special dividends		5,616
Income from Fidelity Central Funds		1,227
Total income		37,842

Expenses
Management fee Basic fee	$ 23,293
Performance adjustment	(3,267)
Transfer agent fees	7,184
Accounting and security lending fees	1,069
Custodian fees and expenses	321
Independent trustees' compensation	24
Registration fees	74
Audit	75
Legal	24
Interest	2
Miscellaneous	44
Total expenses before reductions	28,843
Expense reductions	(187)	28,656
Net investment income (loss)		9,186
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	544,748
Foreign currency transactions	(975)
Total net realized gain (loss)		543,773
Change in net unrealized appreciation (depreciation) on: Investment securities	(682,863)
Assets and liabilities in foreign currencies	(91)
Total change in net unrealized appreciation (depreciation)		(682,954)
Net gain (loss)		(139,181)
Net increase (decrease) in net assets resulting from operations		$ (129,995)

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2011	Year ended November 30, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 9,186	$ (6,017)
Net realized gain (loss)	543,773	605,914
Change in net unrealized appreciation (depreciation)	(682,954)	204,885
Net increase (decrease) in net assets resulting from operations	(129,995)	804,782
Distributions to shareholders from net investment income	-	(7,207)
Distributions to shareholders from net realized gain	-	(1,044)
Total distributions	-	(8,251)
Share transactions - net increase (decrease)	(542,641)	(566,877)
Total increase (decrease) in net assets	(672,636)	229,654

Net Assets
Beginning of period	4,231,633	4,001,979
End of period (including undistributed net investment income of $7,301 and accumulated net investment loss of $96, respectively)	$ 3,558,997	$ 4,231,633

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

Annual Report

Financial Highlights - Independence

Years ended November 30,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 23.29	$ 19.10	$ 14.17	$ 27.60	$ 22.03
Income from Investment Operations
Net investment income (loss)^B	.05^E	(.03)	.06	.08	.07
Net realized and unrealized gain (loss)	(.99)	4.26	4.96	(12.75)	5.60
Total from investment operations	(.94)	4.23	5.02	(12.67)	5.67
Distributions from net investment income	-	(.03)	(.09)	(.01)	(.10)
Distributions from net realized gain	-	(.01)	-	(.75)	-
Total distributions	-	(.04)	(.09)	(.76)	(.10)
Net asset value, end of period	$ 22.35	$ 23.29	$ 19.10	$ 14.17	$ 27.60
Total Return^A	(4.04)%	22.18%	35.62%	(47.19)%	25.85%
Ratios to Average Net Assets^C,F
Expenses before reductions	.70%	.92%	.92%	.91%	.90%
Expenses net of fee waivers, if any	.70%	.92%	.92%	.91%	.90%
Expenses net of all reductions	.70%	.92%	.91%	.90%	.89%
Net investment income (loss)	.21%^E	(.16)%	.36%	.34%	.31%
Supplemental Data
Net assets, end of period (in millions)	$ 3,272	$ 3,988	$ 3,824	$ 3,407	$ 5,899
Portfolio turnover rate^D	93%	103%	173%	173%	175%

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

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

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

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

Annual Report

Financial Highlights - Class K

Years ended November 30,	2011	2010	2009	2008^H
Selected Per-Share Data
Net asset value, beginning of period	$ 23.31	$ 19.12	$ 14.18	$ 28.56
Income from Investment Operations
Net investment income (loss)^D	.08^G	-^J	.09	.09
Net realized and unrealized gain (loss)	(1.00)	4.26	4.96	(14.47)
Total from investment operations	(.92)	4.26	5.05	(14.38)
Distributions from net investment income	-	(.07)	(.11)	-
Distributions from net realized gain	-	(.01)	-	-
Total distributions	-	(.07)^K	(.11)	-
Net asset value, end of period	$ 22.39	$ 23.31	$ 19.12	$ 14.18
Total Return^B,C	(3.95)%	22.37%	35.94%	(50.35)%
Ratios to Average Net Assets^E,I
Expenses before reductions	.57%	.78%	.73%	.79%^A
Expenses net of fee waivers, if any	.57%	.78%	.73%	.79%^A
Expenses net of all reductions	.57%	.77%	.72%	.78%^A
Net investment income (loss)	.34%^G	(.01)%	.56%	1.04%^A
Supplemental Data
Net assets, end of period (in millions)	$ 287	$ 243	$ 178	$ 78
Portfolio turnover rate^F	93%	103%	173%	173%

^A Annualized

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

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

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

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

^H For the period May 9, 2008 (commencement of sale of shares) to November 30, 2008.

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

^K Total distributions of $.07 per share is comprised of distributions from net investment income of $.067 and distributions from net realized gain of $.005 per share.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2011

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the 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.

Annual Report

3. Significant Accounting Policies - continued

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. 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 market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

Annual Report

3. Significant Accounting Policies - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships, deferred trustees compensations, 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	$ 491,868
Gross unrealized depreciation	(256,164)
Net unrealized appreciation (depreciation) on securities and other investments	$ 235,704

Tax Cost	$ 3,419,320

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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	$ 7,393
Capital loss carryforward	$ (943,311)
Net unrealized appreciation (depreciation)	$ 235,595

The tax character of distributions paid was as follows:

	November 30, 2011	November 30, 2010
Ordinary income	$ -	$ 8,251

Annual Report

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,887,333 and $4,682,584, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Independence as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .48% of the Fund's average net assets.

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 Independence. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Independence	$ 7,040	.18
Class K	144	.05
	$ 7,184

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,854	.38%	$ 2

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $13 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

Annual Report

8. Security Lending - continued

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $187 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by ninety-six dollars.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2011	2010
From net investment income
Independence	$ -	$ 6,585
Class K	-	622
Total	$ -	$ 7,207
From net realized gain
Independence	$ -	$ 998
Class K	-	46
Total	$ -	$ 1,044

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2011	2010	2011	2010
Independence
Shares sold	10,435	11,119	$ 255,584	$ 231,763
Reinvestment of distributions	-	385	-	7,469
Shares redeemed	(35,226)	(40,468)	(854,587)	(829,719)
Net increase (decrease)	(24,791)	(28,964)	$ (599,003)	$ (590,487)
Class K
Shares sold	5,587	5,967	$ 134,810	$ 122,003
Reinvestment of distributions	-	35	-	669
Shares redeemed	(3,230)	(4,890)	(78,448)	(99,062)
Net increase (decrease)	2,357	1,112	$ 56,362	$ 23,610

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Independence 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 Independence Fund (a fund of Fidelity Financial Trust) at November 30, 2011, 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 Independence 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 statement0 presentation. We believe that our audits, which included confirmation of securities at November 30, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 17, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (46)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and 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 (53)
	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).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (50)
	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 and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Independence Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. 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 numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Fidelity Independence Fund

frk476143

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "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 10% means that 90% 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 and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Independence Fund

frk476145

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, Illinois frk476147

FRE-K-UANN-0112
1.863212.103

Item 2. Code of Ethics

As of the end of the period, November 30, 2011, Fidelity Financial 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 Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Mauriello 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 Convertible Securities Fund, Fidelity Equity-Income II Fund, and Fidelity Independence Fund (the "Funds"):

Services Billed by PwC

November 30, 2011 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Convertible Securities Fund	$71,000	$-	$3,300	$2,700
Fidelity Equity-Income II Fund	$62,000	$-	$4,300	$3,900
Fidelity Independence Fund	$61,000	$-	$3,300	$3,500

November 30, 2010 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Convertible Securities Fund	$70,000	$-	$3,200	$3,000
Fidelity Equity-Income II Fund	$63,000	$-	$4,100	$4,500
Fidelity Independence Fund	$61,000	$-	$3,200	$3,800

^AAmounts 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 Funds 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 Funds ("Fund Service Providers"):

Services Billed by PwC

	November 30, 2011^A	November 30, 2010^A
Audit-Related Fees	$3,505,000	$2,605,000
Tax Fees	$-	$-
All Other Fees	$-	$510,000

^A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC for services rendered to the Funds, 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 Funds are as follows:

Billed By	November 30, 2011^A	November 30, 2010^A
PwC	$5,265,000	$4,725,000

^A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the Funds, taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their 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 Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

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 Financial Trust

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	January 25, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	January 25, 2012

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer

Date:	January 25, 2012

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments November 30, 2011

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class B

Financial Highlights - Class C

Financial Highlights - Convertible Securities

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments November 30, 2011

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class B

Financial Highlights - Class C

Financial Highlights - Convertible Securities

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments November 30, 2011

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class B

Financial Highlights - Class C

Financial Highlights - Convertible Securities

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Notes to shareholders

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments November 30, 2011

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Equity-Income II

Financial Highlights - Class K

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Managing Your Investments

To Visit Fidelity

To Write Fidelity