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)

Eric D. Roiter, 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, 2006

Item 1. Reports to Stockholders

Fidelity®

Equity-Income II

Fund

Annual Report

November 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at 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 Corp. 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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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 dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) 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, 2006

Past 1
year

Past 5
years

Past 10
years

Fidelity® Equity-Income II

12.28%

8.13%

8.81%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Equity-Income II Fund on November 30, 1996. 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.



Annual Report

Management's Discussion of Fund Performance

Comments from Stephen DuFour, who managed Fidelity® Equity-Income II Fund for most of the period covered by this report

There were a number of reasons why the overall U.S. stock market could have had subpar results during the 12-month period that ended on November 30, 2006, including rising interest rates, inflation concerns, historically high energy prices, unrest in the Middle East, North Korea's nuclear test and a worse-than-expected housing slump. Despite these negative conditions, though, U.S. stocks fared well. In fact, several bellwether market benchmarks reached record highs, including the larger-cap Dow Jones Industrial AverageSM - a gauge of 30 mega-cap, blue-chip stocks - and the small-cap-oriented Russell 2000® Index. The strength in equities was sparked in large part by two major factors: the double-digit earnings growth achieved by U.S. corporations, and steady economic growth that was neither overheated nor recessionary, thanks primarily to the Federal Reserve Board's monetary policy. For the 12 months overall, the Dow rose 15.76%, the Russell 2000 checked in with a 17.43% advance, the Standard & Poor's 500SM Index gained 14.23% and the NASDAQ Composite® Index returned 9.78%.

Equity-Income II Fund returned 12.28% during the past 12 months, compared with a gain of 20.40% for the benchmark Russell 3000® Value Index. Most of the fund's relative underperformance was the result of owning stocks whose returns, while generally strong, were not as good as those of some of the index's largest names, which helped the index produce a return that ran at the high end of its historical performance range. Among the stocks that detracted from performance relative to the index were mega-retailer Wal-Mart Stores, semiconductor giant Intel, student loan underwriter SLM Corp. and global insurance writer American International Group. A moderate underweighting in the energy sector also hampered relative performance, although good stock picking there - particularly in coal producer Peabody Energy - helped narrow the gap. A few good picks within the technology hardware/equipment and transportation groups - among them Hewlett-Packard and US Airways - as well as in the materials sector, helped boost the fund's return. Some of the stocks mentioned here were no longer in the fund at period end.

Note to shareholders: C. Robert Chow became Portfolio Manager of the fund on November 9, 2006.

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, 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, 2006 to November 30, 2006).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

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

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.

Beginning
Account Value
June 1, 2006

Ending
Account Value
November 30, 2006

Expenses Paid
During Period
*
June 1, 2006
to November 30, 2006

Actual

$ 1,000.00

$ 1,089.10

$ 3.51

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,021.71

$ 3.40

* Expenses are equal to the Fund's annualized expense ratio of .67%; multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

5.7

5.5

American International Group, Inc.

4.4

2.0

Citigroup, Inc.

2.9

3.3

Wal-Mart Stores, Inc.

2.9

5.0

General Growth Properties, Inc.

2.7

3.2

Bank of America Corp.

2.7

3.0

Merck & Co., Inc.

2.5

0.9

Burlington Northern Santa Fe Corp.

2.5

1.7

AT&T, Inc.

2.3

1.8

Pfizer, Inc.

2.1

1.7

30.7

Top Five Market Sectors as of November 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

29.0

31.0

Energy

13.3

9.0

Industrials

12.6

12.3

Health Care

12.1

7.1

Information Technology

10.2

5.7

Asset Allocation (% of fund's net assets)

As of November 30, 2006*

As of May 31, 2006**

Stocks 99.0%

Stocks 93.2%

Short-Term
Investments and
Net Other Assets 1.0%

Short-Term
Investments and
Net Other Assets 6.8%

* Foreign investments

2.4%

** Foreign investments

4.4%

Annual Report

Investments November 30, 2006

Showing Percentage of Net Assets

Common Stocks - 99.0%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 7.5%

Hotels, Restaurants & Leisure - 0.3%

Red Robin Gourmet Burgers, Inc. (a)(c)

860,000

$ 29,558

Household Durables - 0.8%

KB Home

660,000

34,115

Whirlpool Corp.

660,000

56,298

90,413

Media - 3.8%

Comcast Corp. Class A

1,800,000

72,828

Dow Jones & Co., Inc.

1,600,000

57,744

The Walt Disney Co.

3,400,000

112,370

Time Warner, Inc.

5,900,000

118,826

Viacom, Inc. Class B (non-vtg.) (a)

2,200,000

82,522

444,290

Multiline Retail - 0.5%

Target Corp.

1,000,000

58,090

Specialty Retail - 1.9%

Big 5 Sporting Goods Corp.

873,547

21,376

Home Depot, Inc.

3,800,000

144,286

Williams-Sonoma, Inc.

1,800,000

57,096

222,758

Textiles, Apparel & Luxury Goods - 0.2%

Adidas-Salomon AG

600,000

29,548

TOTAL CONSUMER DISCRETIONARY

874,657

CONSUMER STAPLES - 6.7%

Beverages - 1.0%

Anheuser-Busch Companies, Inc.

1,400,000

66,514

The Coca-Cola Co.

1,000,100

46,835

113,349

Food & Staples Retailing - 3.2%

CVS Corp.

1,100,000

31,647

Wal-Mart Stores, Inc.

7,300,000

336,530

368,177

Food Products - 1.4%

General Mills, Inc.

1,000,000

55,950

Hershey Co.

1,100,000

58,267

McCormick & Co., Inc. (non-vtg.)

1,197,599

46,371

160,588

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Household Products - 0.7%

Kimberly-Clark Corp.

1,300,000

$ 86,411

Tobacco - 0.4%

Altria Group, Inc.

521,700

43,932

TOTAL CONSUMER STAPLES

772,457

ENERGY - 13.3%

Energy Equipment & Services - 3.3%

Baker Hughes, Inc.

820,000

60,213

BJ Services Co.

1,900,000

64,163

Halliburton Co.

3,700,000

124,838

Schlumberger Ltd. (NY Shares)

1,100,000

75,328

Smith International, Inc.

1,400,000

59,304

383,846

Oil, Gas & Consumable Fuels - 10.0%

BP PLC sponsored ADR

1,800,000

122,544

Chevron Corp.

2,500,000

180,800

ConocoPhillips

1,400,000

94,220

Exxon Mobil Corp.

8,600,000

660,568

Massey Energy Co.

1,713,496

47,155

Valero Energy Corp.

1,100,000

60,577

1,165,864

TOTAL ENERGY

1,549,710

FINANCIALS - 29.0%

Capital Markets - 2.8%

Merrill Lynch & Co., Inc.

1,000,000

87,430

Morgan Stanley

1,540,000

117,286

Northern Trust Corp.

1,000,000

56,960

State Street Corp.

920,000

57,160

318,836

Commercial Banks - 2.6%

U.S. Bancorp, Delaware

3,800,000

127,832

Wachovia Corp.

580,657

31,466

Wells Fargo & Co.

4,000,000

140,960

300,258

Diversified Financial Services - 7.6%

Bank of America Corp.

5,900,000

317,715

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Diversified Financial Services - continued

Citigroup, Inc.

6,900,000

$ 342,171

JPMorgan Chase & Co.

4,900,000

226,772

886,658

Insurance - 11.5%

AFLAC, Inc.

3,300,000

145,662

American International Group, Inc.

7,300,000

513,336

Genworth Financial, Inc. Class A (non-vtg.)

3,500,000

114,800

Hartford Financial Services Group, Inc.

1,300,000

111,488

Lincoln National Corp.

900,000

57,231

Marsh & McLennan Companies, Inc.

5,220,870

164,040

MetLife, Inc.

2,000,000

117,460

The Chubb Corp.

1,100,000

56,936

XL Capital Ltd. Class A

820,000

58,318

1,339,271

Real Estate Investment Trusts - 2.7%

General Growth Properties, Inc.

5,800,000

318,652

Thrifts & Mortgage Finance - 1.8%

Fannie Mae

3,000,000

171,090

MGIC Investment Corp.

700,000

40,572

211,662

TOTAL FINANCIALS

3,375,337

HEALTH CARE - 12.1%

Biotechnology - 0.5%

Biogen Idec, Inc. (a)

1,200,000

62,712

Health Care Equipment & Supplies - 2.3%

Bausch & Lomb, Inc.

600,000

29,052

Baxter International, Inc.

1,600,000

71,584

Becton, Dickinson & Co.

1,200,000

86,064

DENTSPLY International, Inc.

847,054

27,046

Hospira, Inc. (a)

900,000

29,520

Respironics, Inc. (a)

800,000

28,848

272,114

Health Care Providers & Services - 4.2%

Caremark Rx, Inc.

600,000

28,380

Health Net, Inc. (a)

3,300,000

152,262

Medco Health Solutions, Inc. (a)

600,000

30,126

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

Quest Diagnostics, Inc.

1,200,000

$ 63,804

UnitedHealth Group, Inc.

4,300,000

211,044

485,616

Pharmaceuticals - 5.1%

Merck & Co., Inc.

6,600,000

293,766

Pfizer, Inc.

8,700,000

239,163

Wyeth

1,200,000

57,936

590,865

TOTAL HEALTH CARE

1,411,307

INDUSTRIALS - 12.6%

Aerospace & Defense - 1.5%

Lockheed Martin Corp.

680,000

61,506

The Boeing Co.

680,000

60,200

United Technologies Corp.

880,000

56,786

178,492

Air Freight & Logistics - 1.5%

EGL, Inc. (a)

860,000

27,468

United Parcel Service, Inc. Class B

1,900,000

148,048

175,516

Building Products - 0.3%

Masco Corp.

1,000,000

28,690

Industrial Conglomerates - 3.2%

3M Co.

460,000

37,472

General Electric Co.

6,400,000

225,792

Teleflex, Inc.

460,000

29,730

Tyco International Ltd.

2,700,000

81,783

374,777

Machinery - 2.2%

Caterpillar, Inc.

960,000

59,549

Graco, Inc.

700,000

29,239

Illinois Tool Works, Inc.

1,200,000

56,640

Oshkosh Truck Co.

640,000

30,726

SPX Corp.

1,200,000

73,332

249,486

Road & Rail - 3.9%

Burlington Northern Santa Fe Corp.

3,800,000

285,608

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Road & Rail - continued

CSX Corp.

2,400,000

$ 86,064

Laidlaw International, Inc.

1,389,373

40,361

YRC Worldwide, Inc. (a)

1,200,000

46,500

458,533

TOTAL INDUSTRIALS

1,465,494

INFORMATION TECHNOLOGY - 10.2%

Communications Equipment - 1.0%

Cisco Systems, Inc. (a)

2,200,000

59,136

Motorola, Inc.

2,700,000

59,859

118,995

Computers & Peripherals - 2.6%

Hewlett-Packard Co.

4,400,000

173,624

International Business Machines Corp.

1,350,000

124,092

297,716

Electronic Equipment & Instruments - 1.5%

Arrow Electronics, Inc. (a)

866,300

27,514

Avnet, Inc. (a)

4,605,800

114,178

Flextronics International Ltd. (a)

2,500,000

28,125

169,817

Internet Software & Services - 0.3%

Yahoo!, Inc. (a)

1,400,000

37,786

IT Services - 0.2%

Computer Sciences Corp. (a)

560,000

29,232

Semiconductors & Semiconductor Equipment - 4.3%

Analog Devices, Inc.

1,800,000

58,536

Applied Materials, Inc.

5,200,000

93,496

Intel Corp.

5,300,000

113,155

Linear Technology Corp.

900,000

28,926

Maxim Integrated Products, Inc.

1,900,000

59,812

MKS Instruments, Inc. (a)

2,700,000

56,187

National Semiconductor Corp.

2,300,000

55,637

Verigy Ltd.

1,800,000

32,112

497,861

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Software - 0.3%

Microsoft Corp.

1,000,000

$ 29,330

TOTAL INFORMATION TECHNOLOGY

1,180,737

MATERIALS - 1.1%

Chemicals - 0.6%

Airgas, Inc.

1,100,000

46,805

FMC Corp.

306,772

21,744

68,549

Metals & Mining - 0.5%

Alcoa, Inc.

1,000,000

31,170

Newmont Mining Corp.

640,000

30,022

61,192

TOTAL MATERIALS

129,741

TELECOMMUNICATION SERVICES - 4.8%

Diversified Telecommunication Services - 4.3%

AT&T, Inc.

8,000,000

271,280

BellSouth Corp.

2,713,700

121,004

Verizon Communications, Inc.

3,300,000

115,302

507,586

Wireless Telecommunication Services - 0.5%

Sprint Nextel Corp.

2,800,000

54,628

TOTAL TELECOMMUNICATION SERVICES

562,214

UTILITIES - 1.7%

Electric Utilities - 1.1%

Entergy Corp.

650,000

59,358

Exelon Corp.

1,208,400

73,386

132,744

Independent Power Producers & Energy Traders - 0.3%

TXU Corp.

500,000

28,695

Common Stocks - continued

Shares

Value (Note 1) (000s)

UTILITIES - continued

Multi-Utilities - 0.3%

Duke Energy Corp.

1,207,200

$ 38,292

TOTAL UTILITIES

199,731

TOTAL COMMON STOCKS

(Cost $10,076,910)

11,521,385

Money Market Funds - 1.1%

Fidelity Cash Central Fund, 5.35% (b)
(Cost $123,642)

123,642,001

123,642

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $10,200,552)

11,645,027

NET OTHER ASSETS - (0.1)%

(10,408)

NET ASSETS - 100%

$ 11,634,619

Legend

(a) Non-income producing

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

(c) Affiliated company

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

$ 11,746

Fidelity Securities Lending Cash Central Fund

1,057

Total

$ 12,803

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:

Affiliates

(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value, end of period

FMC Corp.

$ 99,205

$ 48,907

$ 163,132

$ 1,289

$ -

MKS Instruments, Inc.

67,721

36,748

56,694

-

-

Monaco Coach Corp.

25,770

-

20,009

208

-

Red Robin Gourmet Burgers, Inc.

-

30,164

-

-

29,558

Winnebago Industries, Inc.

-

49,850

57,072

289

-

Total

$ 192,696

$ 165,669

$ 296,907

$ 1,786

$ 29,558

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 amount)

November 30, 2006

Assets

Investment in securities, at value -
See accompanying schedule:

Unaffiliated issuers (cost $10,046,746)

$ 11,491,827

Fidelity Central Funds (cost $123,642)

123,642

Other affiliated issuers (cost $30,164)

29,558

Total Investments (cost $10,200,552)

$ 11,645,027

Foreign currency held at value (cost $20)

20

Receivable for investments sold

255,899

Receivable for fund shares sold

3,118

Dividends receivable

21,798

Interest receivable

891

Other receivables

434

Total assets

11,927,187

Liabilities

Payable for investments purchased

$ 266,033

Payable for fund shares redeemed

19,376

Accrued management fee

4,485

Other affiliated payables

2,227

Other payables and accrued expenses

447

Total liabilities

292,568

Net Assets

$ 11,634,619

Net Assets consist of:

Paid in capital

$ 9,106,113

Undistributed net investment income

53,029

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

1,031,002

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

1,444,475

Net Assets, for 463,136 shares outstanding

$ 11,634,619

Net Asset Value, offering price and redemption price per share ($11,634,619 ÷ 463,136 shares)

$ 25.12

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, 2006

Investment Income

Dividends (including $1,786 earned from other affiliated issuers)

$ 238,136

Interest

1,630

Income from Fidelity Central Funds

12,803

Total income

252,569

Expenses

Management fee

$ 54,695

Transfer agent fees

21,442

Accounting and security lending fees

1,349

Custodian fees and expenses

189

Independent trustees' compensation

45

Appreciation in deferred trustee compensation account

10

Registration fees

53

Audit

126

Legal

193

Interest

63

Miscellaneous

478

Total expenses before reductions

78,643

Expense reductions

(1,502)

77,141

Net investment income (loss)

175,428

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

1,016,709

Other affiliated issuers

52,175

Foreign currency transactions

(126)

Total net realized gain (loss)

1,068,758

Change in net unrealized appreciation (depreciation) on:

Investment securities

106,693

Assets and liabilities in foreign currencies

(5)

Total change in net unrealized appreciation (depreciation)

106,688

Net gain (loss)

1,175,446

Net increase (decrease) in net assets resulting from operations

$ 1,350,874

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,
2006

Year ended
November 30,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 175,428

$ 183,198

Net realized gain (loss)

1,068,758

1,019,642

Change in net unrealized appreciation (depreciation)

106,688

(325,042)

Net increase (decrease) in net assets resulting
from operations

1,350,874

877,798

Distributions to shareholders from net investment income

(161,449)

(213,550)

Distributions to shareholders from net realized gain

(950,596)

(333,350)

Total distributions

(1,112,045)

(546,900)

Share transactions
Proceeds from sales of shares

684,251

910,438

Reinvestment of distributions

1,066,583

522,706

Cost of shares redeemed

(2,602,829)

(2,147,906)

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

(851,995)

(714,762)

Total increase (decrease) in net assets

(613,166)

(383,864)

Net Assets

Beginning of period

12,247,785

12,631,649

End of period (including undistributed net investment income of $53,029 and undistributed net investment income of $40,878, respectively)

$ 11,634,619

$ 12,247,785

Other Information

Shares

Sold

28,934

38,615

Issued in reinvestment of distributions

46,025

22,238

Redeemed

(110,366)

(90,786)

Net increase (decrease)

(35,407)

(29,933)

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

Annual Report

Financial Highlights

Years ended November 30,

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value,
beginning of period

$ 24.57

$ 23.90

$ 21.52

$ 18.72

$ 21.21

Income from Investment Operations

Net investment income (loss) B

.35

.35

.35 E

.25

.24

Net realized and unrealized gain (loss)

2.44

1.36

2.49

2.78

(1.65)

Total from investment
operations

2.79

1.71

2.84

3.03

(1.41)

Distributions from net investment income

(.33)

(.41)

(.29)

(.23)

(.23)

Distributions from net realized gain

(1.91)

(.63)

(.17)

-

(.85)

Total distributions

(2.24)

(1.04)

(.46)

(.23)

(1.08)

Net asset value, end of period

$ 25.12

$ 24.57

$ 23.90

$ 21.52

$ 18.72

Total Return A

12.28%

7.41%

13.32%

16.40%

(7.08)%

Ratios to Average Net Assets C, F

Expenses before reductions

.67%

.68%

.68%

.70%

.70%

Expenses net of fee waivers,
if any

.67%

.68%

.68%

.70%

.70%

Expenses net of all reductions

.66%

.62%

.64%

.64%

.63%

Net investment income (loss)

1.50%

1.49%

1.56%

1.31%

1.26%

Supplemental Data

Net assets, end of period
(in millions)

$ 11,635

$ 12,248

$ 12,632

$ 11,525

$ 10,156

Portfolio turnover rate D

160%

143%

123%

131%

135%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a special dividend which amounted to $.06 per share.

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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 may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

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

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

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

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

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

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. 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 income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. 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.

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

Annual Report

1. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim 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 short-term capital gains, foreign currency transactions, passive foreign investment companies (PFIC), market discount, deferred trustees compensation, and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 1,480,477

Unrealized depreciation

(51,730)

Net unrealized appreciation (depreciation)

1,428,747

Undistributed ordinary income

411,152

Undistributed long-term capital gain

611,814

Cost for federal income tax purposes

$ 10,216,280

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

November 30, 2006

November 30, 2005

Ordinary Income

$ 208,243

$ 234,787

Long-term Capital Gains

903,802

312,113

Total

$ 1,112,045

$ 546,900

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

2. Operating Policies.

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

Annual Report

3. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $18,394,748 and $20,169,591, respectively.

4. 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 a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .47% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .18% of average net assets.

Accounting and Security Lending Fees. FSC 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.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds 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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. 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 EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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.

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 $121 for the period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. 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

$ 25,139

4.98%

$ 63

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $33 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $1,057.

Annual Report

7. 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 $1,106 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $1 and $395, respectively.

8. 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.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. In addition, subsequent to period-end, FMR has reimbursed related legal expenses. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets.

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, 2006, 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 five years in the period then ended, 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, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 18, 2007

Annual Report

Trustees and Officers

The Trustees, Member 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, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

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

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1982

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

* 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 Occupation

Dennis J. Dirks (58)

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) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

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

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

James H. Keyes (66)

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Marie L. Knowles (60)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (73)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Financial Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Dwight D. Churchill (52)

Year of Election or Appointment: 2005

Vice President of Equity-Income II. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.

Bruce T. Herring (41)

Year of Election or Appointment: 2006

Vice President of Equity-Income II. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).

C. Robert Chow (45)

Year of Election or Appointment: 2006

Vice President of Equity Income II. Mr. Chow also serves as Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. Chow worked as a research analyst and manager. Mr. Chow also serves as Vice President of FMR (1999) and FMR Co., Inc. (2001).

Eric D. Roiter (58)

Year of Election or Appointment: 1998

Secretary of Equity-Income II. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Equity-Income II. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Equity-Income II. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Equity-Income II. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Equity-Income II. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of 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), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Equity-Income II. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2007

President and Treasurer of Equity-Income II. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Equity-Income II. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Equity-Income II. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1990

Assistant Treasurer of Equity-Income II. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Equity-Income II. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

Assistant Treasurer of Equity-Income II. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Equity-Income II. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (41)

Year of Election or Appointment: 2005

Assistant Treasurer of Equity-Income II. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

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

Pay Date

Record Date

Dividends

Capital Gains

12/18/06

12/15/06

$ .12

$ 1.17

01/08/07

01/05/07

$ .00

$ .90

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2006 $611,814,164, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100%, 80%, 100%, 100%, and 100% of the dividends distributed in December 2005, January 2006, April 2006, July 2006, and October 2006, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100%, 76%, 100%, 100%, and 100% of the dividends distributed in December 2005, January 2006, April 2006, July 2006, and October 2006, 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 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on September 20, 2006. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

10,327,434,641.22

95.770

Withheld

456,199,004.95

4.230

TOTAL

10,783,633,646.17

100.000

Albert R. Gamper, Jr.

Affirmative

10,322,116,523.07

95.720

Withheld

461,517,123.10

4.280

TOTAL

10,783,633,646.17

100.000

Robert M. Gates

Affirmative

10,288,766,799.53

95.411

Withheld

494,866,846.64

4.589

TOTAL

10,783,633,646.17

100.000

George H. Heilmeier

Affirmative

10,298,619,061.42

95.502

Withheld

485,014,584.75

4.498

TOTAL

10,783,633,646.17

100.000

Edward C. Johnson 3d

Affirmative

10,257,561,582.55

95.122

Withheld

526,072,063.62

4.878

TOTAL

10,783,633,646.17

100.000

Stephen P. Jonas

Affirmative

10,317,222,628.79

95.675

Withheld

466,411,017.38

4.325

TOTAL

10,783,633,646.17

100.000

James H. KeyesB

Affirmative

10,318,195,711.25

95.684

Withheld

465,437,934.92

4.316

TOTAL

10,783,633,646.17

100.000

# of
Votes

% of
Votes

Marie L. Knowles

Affirmative

10,317,835,129.19

95.681

Withheld

465,798,516.98

4.319

TOTAL

10,783,633,646.17

100.000

Ned C. Lautenbach

Affirmative

10,317,039,890.90

95.673

Withheld

466,593,755.27

4.327

TOTAL

10,783,633,646.17

100.000

William O. McCoy

Affirmative

10,278,036,936.38

95.311

Withheld

505,596,709.79

4.689

TOTAL

10,783,633,646.17

100.000

Robert L. Reynolds

Affirmative

10,320,662,459.03

95.707

Withheld

462,971,187.14

4.293

TOTAL

10,783,633,646.17

100.000

Cornelia M. Small

Affirmative

10,329,731,930.45

95.791

Withheld

453,901,715.72

4.209

TOTAL

10,783,633,646.17

100.000

William S. Stavropoulos

Affirmative

10,298,039,656.66

95.497

Withheld

485,593,989.51

4.503

TOTAL

10,783,633,646.17

100.000

Kenneth L. Wolfe

Affirmative

10,310,583,687.33

95.613

Withheld

473,049,958.84

4.387

TOTAL

10,783,633,646.17

100.000

A Denotes trust-wide proposal and voting results.

B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Equity-Income II Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. 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 management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the 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 determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Equity-Income II Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the third quartile for the one-year period and the second quartile for the three- and five-year periods. The Board also stated that the relative investment performance of the fund was lower than its benchmark for all the periods shown.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board noted with favor FMR's reorganization of its senior management team in 2005 and FMR's dedication of additional resources to investment research, and participated in the process that led to those changes.

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

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

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 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, is also included in the chart and considered by the Board.

Fidelity Equity-Income II Fund

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 2005.

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 was fair and reasonable in light of the services that the fund receives and the other factors considered.

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

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

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

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

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

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

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

Annual Report

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

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 material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   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.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Write Fidelity

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

(letter_graphic)


Making Changes
To Your Account

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

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

(letter_graphic)


For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)


For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 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

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
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

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

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

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, 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

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

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 1-800-544-6666

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®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

EII-UANN-0107
1.786707.103

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

Fidelity®

Convertible Securities

Fund

Annual Report

November 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at 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 Corp. 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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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 dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) 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, 2006

Past 1
year

Past 5
years

Past 10
years

Fidelity® Convertible Securities Fund

16.38%

8.90%

11.76%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Convertible Securities Fund on November 30, 1996. The chart shows how the value of your investment would have changed, and also shows how the Merrill Lynch® All U.S. Convertible Securities Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Thomas Soviero, Portfolio Manager of Fidelity® Convertible Securities Fund

There were a number of reasons why the overall U.S. stock market could have had subpar results during the 12-month period that ended on November 30, 2006, including rising interest rates, inflation concerns, historically high energy prices, unrest in the Middle East, North Korea's nuclear test and a worse-than-expected housing slump. Despite these negative conditions, though, U.S. stocks fared well. In fact, several bellwether market benchmarks reached record highs, including the larger-cap Dow Jones Industrial AverageSM - a gauge of 30 mega-cap, blue-chip stocks - and the small-cap-oriented Russell 2000® Index. The strength in equities was sparked in large part by two major factors: the double-digit earnings growth achieved by U.S. corporations, and steady economic growth that was neither overheated nor recessionary, thanks primarily to the Federal Reserve Board's monetary policy. For the 12 months overall, the Dow rose 15.76%, the Russell 2000 checked in with a 17.43% advance, the Standard & Poor's 500SM Index gained 14.23% and the NASDAQ Composite® Index returned 9.78%.

For the 12 months ending November 30, 2006, the fund returned 16.38%, handily outperforming the 13.30% return of the Merrill Lynch® All U.S. Convertible Securities Index. Strong security selection in the consumer discretionary sector - particularly in the media group - was a main driver of the fund's outperformance. Solid security selection in and an overweighting of telecommunication services also helped. The fund's out-of-benchmark stake in equities further contributed to returns. Poor security selection in health care equipment and services detracted. Top individual contributors to performance relative to the index included the convertible preferred stock of energy firms El Paso and Valero Energy, the latter of which I held during the first half of the period. The convertible bonds of cable TV provider Charter Communications, US Airways, hard-drive manufacturer Maxtor and cellular/broadcast tower company American Tower also helped. Among the detractors were holdings in the common stock of Valero Energy - which declined in price after the convertible preferred stock was converted to an equity position midway through the period - as well as convertible bonds issued by theme park operator Six Flags and eye-care product manufacturer Bausch & Lomb. An underweighting of General Motors' convertible preferred stock also hurt.

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, 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, 2006 to November 30, 2006).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

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

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.

Beginning
Account Value
June 1, 2006

Ending
Account Value
November 30, 2006

Expenses Paid
During Period
*
June 1, 2006 to
November 30, 2006

Actual

$ 1,000.00

$ 1,065.10

$ 4.30

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.91

$ 4.20

* Expenses are equal to the Fund's annualized expense ratio of .83%; multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Investments as of November 30, 2006

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

El Paso Corp. 4.99%

8.5

8.6

Celanese Corp. 4.25%

4.2

3.1

Halliburton Co. 3.125% 7/15/23

3.8

3.9

Tyco International Group SA 3.125% 1/15/23

2.7

2.5

Charter Communications, Inc. 5.875% 11/16/09

2.6

1.1

Valero Energy Corp.

2.2

2.9

Celanese Corp. Class A

2.0

2.7

Maxtor Corp. 2.375% 8/15/12

1.9

0.0

Quicksilver Resources, Inc. 1.875% 11/1/24

1.8

1.6

Teekay Shipping Corp.

1.8

1.6

31.5

Top Five Market Sectors as of November 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

27.4

26.8

Information Technology

20.0

22.7

Consumer Discretionary

12.1

10.8

Industrials

11.9

11.4

Materials

9.7

9.6

Asset Allocation (% of fund's net assets)

As of November 30, 2006 *

As of May 31, 2006 **

Convertible
Securities 82.4%

Convertible
Securities 80.8%

Stocks 14.9%

Stocks 16.3%

Nonconvertible
Bonds 0.4%

Nonconvertible
Bonds 0.5%

Short-Term
Investments and
Net Other Assets 2.3%

Short-Term
Investments and
Net Other Assets 2.4%

* Foreign investments

10.5%

** Foreign investments

12.0%

Annual Report

Investments November 30, 2006

Showing Percentage of Net Assets

Corporate Bonds - 59.7%

Principal Amount (000s)

Value (Note 1) (000s)

Convertible Bonds - 59.3%

CONSUMER DISCRETIONARY - 6.7%

Hotels, Restaurants & Leisure - 2.0%

Six Flags, Inc. 4.5% 5/15/15

$ 27,700

$ 29,570

WMS Industries, Inc.:

2.75% 7/15/10 (g)

4,000

7,340

2.75% 7/15/10

2,800

5,138

42,048

Media - 4.1%

Charter Communications, Inc.:

5.875% 11/16/09 (g)

1,127

1,565

5.875% 11/16/09

39,074

54,274

Lamar Advertising Co. 2.875% 12/31/10

8,200

10,549

XM Satellite Radio Holdings, Inc. 1.75% 12/1/09

400

332

XM Satellite Radio, Inc. 1.75% 12/1/09 (g)

23,300

19,337

86,057

Specialty Retail - 0.6%

United Auto Group, Inc. 3.5% 4/1/26 (g)

10,000

11,557

TOTAL CONSUMER DISCRETIONARY

139,662

CONSUMER STAPLES - 0.4%

Food & Staples Retailing - 0.4%

Nash-Finch Co. 1.6314% 3/15/35 (e)

18,480

7,682

ENERGY - 8.0%

Energy Equipment & Services - 5.3%

Grey Wolf, Inc. 5.3216% 4/1/24 (h)

3,880

5,049

Halliburton Co. 3.125% 7/15/23

42,400

78,228

Hornbeck Offshore Services, Inc. 1.625% 11/15/26 (e)(g)

5,000

5,186

Maverick Tube Corp.:

1.875% 11/15/25 (g)

3,000

4,805

1.875% 11/15/25

7,000

11,211

Oil States International, Inc. 2.375% 7/1/25 (g)

4,500

5,895

110,374

Oil, Gas & Consumable Fuels - 2.7%

McMoRan Exploration Co.:

6% 7/2/08 (g)

1,000

1,271

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Convertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

McMoRan Exploration Co.: - continued

6% 7/2/08

$ 12,900

$ 16,400

Quicksilver Resources, Inc. 1.875% 11/1/24 (g)

24,500

37,924

55,595

TOTAL ENERGY

165,969

FINANCIALS - 2.6%

Consumer Finance - 2.1%

American Express Co.:

1.85% 12/1/33 (e)(g)

31,800

31,781

1.85% 12/1/33 (e)

12,600

12,592

44,373

Real Estate Investment Trusts - 0.5%

Ventas, Inc. 3.875% 11/15/11 (g)

9,000

8,976

TOTAL FINANCIALS

53,349

HEALTH CARE - 6.1%

Biotechnology - 1.4%

Amgen, Inc. 0.375% 2/1/13 (g)

25,000

25,088

BioMarin Pharmaceutical, Inc. 2.5% 3/29/13

2,510

3,137

28,225

Health Care Equipment & Supplies - 0.5%

Bausch & Lomb, Inc. 6.0481% 8/1/23 (h)

10,000

11,319

Life Sciences Tools & Services - 2.8%

Charles River Laboratories International, Inc. 2.25% 6/15/13 (g)

4,000

4,238

Fisher Scientific International, Inc.:

2.5% 10/1/23 (g)

15,600

29,946

2.5% 10/1/23

7,400

14,205

Nektar Therapeutics 3.25% 9/28/12

9,000

9,274

57,663

Pharmaceuticals - 1.4%

Roche Holdings, Inc. 0% 7/25/21 (g)

30,000

29,025

TOTAL HEALTH CARE

126,232

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Convertible Bonds - continued

INDUSTRIALS - 10.2%

Aerospace & Defense - 0.1%

AAR Corp. 1.75% 2/1/26 (g)

$ 2,500

$ 2,748

Airlines - 2.3%

AirTran Holdings, Inc. 7% 7/1/23

10,000

13,650

UAL Corp. 4.5% 6/30/21 (g)

10,500

14,150

US Airways Group, Inc. 7% 9/30/20 (g)

7,810

20,250

48,050

Commercial Services & Supplies - 0.6%

FTI Consulting, Inc. 3.75% 7/15/12 (g)

11,995

13,554

Construction & Engineering - 1.6%

Fluor Corp. 1.5% 2/15/24

15,700

25,056

Quanta Services, Inc. 3.75% 4/30/26 (g)

7,000

7,630

32,686

Electrical Equipment - 0.6%

C&D Technologies, Inc. 5.25% 11/1/25 (g)

4,400

3,650

GrafTech International Ltd. 1.625% 1/15/24

11,280

9,306

12,956

Industrial Conglomerates - 3.4%

Tyco International Group SA:

3.125% 1/15/23 (g)

39,900

56,115

yankee 3.125% 1/15/23

10,100

14,205

70,320

Machinery - 0.6%

Greenbrier Companies, Inc. 2.375% 5/15/26 (g)

5,500

5,727

Trinity Industries, Inc. 3.875% 6/1/36

7,000

7,356

13,083

Marine - 1.0%

OMI Corp. 2.875% 12/1/24

20,400

20,247

TOTAL INDUSTRIALS

213,644

INFORMATION TECHNOLOGY - 18.8%

Communications Equipment - 2.6%

AudioCodes Ltd. 2% 11/9/24 (g)

10,000

8,956

Ciena Corp. 0.25% 5/1/13

2,650

2,302

Finisar Corp. 2.5% 10/15/10

15,760

20,449

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

JDS Uniphase Corp. 1% 5/15/26 (g)

$ 15,000

$ 13,586

Symmetricom, Inc. 3.25% 6/15/25

8,000

8,050

53,343

Computers & Peripherals - 3.1%

Maxtor Corp.:

2.375% 8/15/12 (g)

10,000

15,908

2.375% 8/15/12

25,100

39,930

SanDisk Corp. 1% 5/15/13

11,000

9,778

65,616

Electronic Equipment & Instruments - 4.3%

Coherent, Inc. 2.75% 3/1/11 (g)

1,890

2,043

Flextronics International Ltd. 1% 8/1/10

35,580

34,399

Itron, Inc. 2.5% 8/1/26

7,000

7,269

Merix Corp. 4% 5/15/13 (g)

11,250

10,448

Solectron Corp. 0.5% 2/15/34

5,500

4,476

Vishay Intertechnology, Inc. 3.625% 8/1/23

30,330

30,217

88,852

Internet Software & Services - 0.7%

aQuantive, Inc. 2.25% 8/15/24

7,150

13,947

IT Services - 1.9%

DST Systems, Inc.:

Series A, 4.125% 8/15/23 (g)

12,300

17,043

4.125% 8/15/23

16,800

23,279

40,322

Semiconductors & Semiconductor Equipment - 5.7%

Amkor Technology, Inc. 2.5% 5/15/11

5,000

4,943

Conexant Systems, Inc. 4% 3/1/26

7,000

6,388

Credence Systems Corp. 1.5% 5/15/08

4,000

3,650

EMCORE Corp. 5% 5/15/11

9,000

9,473

Intel Corp.:

2.95% 12/15/35 (g)

10,000

9,239

2.95% 12/15/35

38,000

35,109

ON Semiconductor Corp.:

0% 4/15/24

29,500

26,698

1.875% 12/15/25 (g)

3,750

4,252

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Photronics, Inc. 2.25% 4/15/08

$ 7,000

$ 7,900

PMC-Sierra, Inc. 2.25% 10/15/25

10,000

11,463

119,115

Software - 0.5%

Symantec Corp. 1% 6/15/13 (g)

9,000

11,025

TOTAL INFORMATION TECHNOLOGY

392,220

MATERIALS - 0.2%

Metals & Mining - 0.2%

Coeur d'Alene Mines Corp. 1.25% 1/15/24

4,600

4,569

TELECOMMUNICATION SERVICES - 5.4%

Diversified Telecommunication Services - 1.4%

Broadwing Corp. 3.125% 5/15/26 (g)

12,000

13,230

Level 3 Communications, Inc. 3.5% 6/15/12

8,000

9,569

Time Warner Telecom, Inc. 2.375% 4/1/26

6,000

7,136

29,935

Wireless Telecommunication Services - 4.0%

American Tower Corp.:

3.25% 8/1/10 (g)

9,700

30,299

3.25% 8/1/10

3,935

12,291

ICO North America, Inc. 7.5% 8/15/09 (i)

5,905

6,614

NII Holdings, Inc.:

2.875% 2/1/34 (g)

2,000

5,026

2.875% 2/1/34

11,500

28,902

83,132

TOTAL TELECOMMUNICATION SERVICES

113,067

UTILITIES - 0.9%

Multi-Utilities - 0.9%

CMS Energy Corp. 3.375% 7/15/23

11,800

18,447

TOTAL CONVERTIBLE BONDS

1,234,841

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - 0.4%

CONSUMER DISCRETIONARY - 0.4%

Auto Components - 0.4%

IdleAire Technologies Corp. 0% 12/15/12 unit (d)(g)

$ 12,510

$ 9,383

TOTAL CORPORATE BONDS

(Cost $1,054,940)

1,244,224

Common Stocks - 14.9%

Shares

CONSUMER DISCRETIONARY - 1.2%

Diversified Consumer Services - 0.7%

Coinmach Service Corp. Class A

359,400

3,673

Service Corp. International

1,143,000

11,281

14,954

Media - 0.5%

Charter Communications, Inc. Class A (a)

3,793,900

11,192

TOTAL CONSUMER DISCRETIONARY

26,146

ENERGY - 6.6%

Energy Equipment & Services - 1.0%

National Oilwell Varco, Inc. (a)

320,900

21,343

Oil, Gas & Consumable Fuels - 5.6%

General Maritime Corp.

162,000

5,706

OMI Corp.

200,000

4,672

Sasol Ltd. sponsored ADR

612,600

21,594

Teekay Shipping Corp.

895,625

37,509

Valero Energy Corp.

839,072

46,208

115,689

TOTAL ENERGY

137,032

INDUSTRIALS - 1.0%

Building Products - 0.8%

American Standard Companies, Inc.

353,600

15,845

Commercial Services & Supplies - 0.0%

Global Cash Access Holdings, Inc. (a)

71,600

1,148

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Machinery - 0.2%

FreightCar America, Inc. (f)

76,700

$ 4,226

TOTAL INDUSTRIALS

21,219

INFORMATION TECHNOLOGY - 1.2%

Semiconductors & Semiconductor Equipment - 1.2%

Amkor Technology, Inc. (a)

1,043,200

10,662

ON Semiconductor Corp. (a)

2,169,500

13,972

24,634

MATERIALS - 4.6%

Chemicals - 2.5%

Celanese Corp. Class A

1,913,500

42,097

Monsanto Co.

200,000

9,614

51,711

Containers & Packaging - 0.6%

Temple-Inland, Inc.

299,900

11,726

Paper & Forest Products - 1.5%

Aracruz Celulose SA (PN-B) sponsored ADR (non-vtg.)

200,000

12,172

Weyerhaeuser Co.

300,000

19,404

31,576

TOTAL MATERIALS

95,013

UTILITIES - 0.3%

Independent Power Producers & Energy Traders - 0.3%

Mirant Corp. (a)

190,060

5,782

TOTAL COMMON STOCKS

(Cost $232,363)

309,826

Convertible Preferred Stocks - 23.1%

CONSUMER DISCRETIONARY - 3.8%

Automobiles - 3.3%

Ford Motor Co. Capital Trust II 6.50%

350,000

12,086

General Motors Corp.:

Series B, 5.25%

1,750,000

36,138

Series C, 6.25%

901,500

20,293

68,517

Convertible Preferred Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Media - 0.5%

Interpublic Group of Companies, Inc. Series B, 5.25% (g)

10,000

$ 11,031

TOTAL CONSUMER DISCRETIONARY

79,548

CONSUMER STAPLES - 0.4%

Food & Staples Retailing - 0.4%

Rite Aid Corp. 5.50%

370,000

9,198

ENERGY - 12.8%

Energy Equipment & Services - 0.4%

Bristow Group, Inc. 5.50%

160,000

7,940

Oil, Gas & Consumable Fuels - 12.4%

Chesapeake Energy Corp.:

4.50%

170,000

17,298

5.00% (g)

55,000

8,064

5.00%

215,000

31,524

5.00% (g)

149,600

16,851

El Paso Corp. 4.99%

136,390

177,152

Goodrich Petroleum Corp. Series B, 5.375% (g)

93,500

7,449

258,338

TOTAL ENERGY

266,278

FINANCIALS - 0.1%

Thrifts & Mortgage Finance - 0.1%

Doral Financial Corp.:

4.75% (g)

21,400

2,408

4.75%

5,000

563

2,971

INDUSTRIALS - 0.7%

Commercial Services & Supplies - 0.7%

Allied Waste Industries, Inc. Series D, 6.25%

40,000

13,640

MATERIALS - 4.9%

Chemicals - 4.4%

Celanese Corp. 4.25%

2,767,500

87,619

Huntsman Corp. 5.00%

125,000

4,779

92,398

Convertible Preferred Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Metals & Mining - 0.5%

Freeport-McMoRan Copper & Gold, Inc. 5.50%

7,200

$ 10,057

TOTAL MATERIALS

102,455

UTILITIES - 0.4%

Independent Power Producers & Energy Traders - 0.4%

NRG Energy, Inc. Series A, 5.75%

26,800

7,319

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $424,903)

481,409

Money Market Funds - 2.7%

Fidelity Cash Central Fund, 5.35% (b)

54,390,068

54,390

Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)

2,034,000

2,034

TOTAL MONEY MARKET FUNDS

(Cost $56,424)

56,424

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $1,768,630)

2,091,883

NET OTHER ASSETS - (0.4)%

(8,790)

NET ASSETS - 100%

$ 2,083,093

Legend

(a) Non-income producing

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

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $543,999,000 or 26.1% of net assets.

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

(i) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $6,614,000 or 0.3% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

ICO North America, Inc. 7.5% 8/15/09

8/12/05

$ 5,905

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

$ 1,575

Fidelity Securities Lending Cash Central Fund

11

Total

$ 1,586

Other Information

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

AAA,AA,A

6.6%

BBB

5.2%

BB

11.8%

B

8.5%

CCC,CC,C

7.8%

Not Rated

19.8%

Equities

38.0%

Short-Term Investments and Net Other Assets

2.3%

100.0%

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

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

United States of America

89.5%

Luxembourg

3.4%

Marshall Islands

3.3%

Singapore

1.7%

South Africa

1.1%

Others (individually less than 1%)

1.0%

100.0%

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 amount)

November 30, 2006

Assets

Investment in securities, at value (including securities loaned of $1,984) - See accompanying schedule:

Unaffiliated issuers (cost $1,712,206)

$ 2,035,459

Fidelity Central Funds (cost $56,424)

56,424

Total Investments (cost $1,768,630)

$ 2,091,883

Receivable for investments sold

5,202

Receivable for fund shares sold

1,139

Dividends receivable

1,195

Interest receivable

7,803

Other receivables

14

Total assets

2,107,236

Liabilities

Payable to custodian bank

$ 147

Payable for investments purchased

18,222

Payable for fund shares redeemed

2,226

Accrued management fee

1,019

Other affiliated payables

360

Other payables and accrued expenses

135

Collateral on securities loaned, at value

2,034

Total liabilities

24,143

Net Assets

$ 2,083,093

Net Assets consist of:

Paid in capital

$ 1,747,939

Undistributed net investment income

4,627

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

7,274

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

323,253

Net Assets, for 82,625 shares outstanding

$ 2,083,093

Net Asset Value, offering price and redemption price per share ($2,083,093 ÷ 82,625 shares)

$ 25.21

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, 2006

Investment Income

Dividends

$ 22,485

Interest

33,475

Income from Fidelity Central Funds

1,586

Total income

57,546

Expenses

Management fee
Basic fee

$ 9,199

Performance adjustment

2,659

Transfer agent fees

3,642

Accounting and security lending fees

579

Custodian fees and expenses

34

Independent trustees' compensation

8

Registration fees

66

Audit

81

Legal

33

Interest

3

Miscellaneous

86

Total expenses before reductions

16,390

Expense reductions

(69)

16,321

Net investment income (loss)

41,225

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

74,730

Foreign currency transactions

9

Total net realized gain (loss)

74,739

Change in net unrealized appreciation (depreciation) on:

Investment securities

175,081

Assets and liabilities in foreign currencies

(1)

Total change in net unrealized appreciation (depreciation)

175,080

Net gain (loss)

249,819

Net increase (decrease) in net assets resulting from operations

$ 291,044

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, 2006

Year ended
November 30, 2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 41,225

$ 34,361

Net realized gain (loss)

74,739

121,208

Change in net unrealized appreciation (depreciation)

175,080

(40,496)

Net increase (decrease) in net assets resulting
from operations

291,044

115,073

Distributions to shareholders from net investment income

(41,398)

(28,144)

Distributions to shareholders from net realized gain

(791)

(1,739)

Total distributions

(42,189)

(29,883)

Share transactions
Proceeds from sales of shares

477,908

196,331

Reinvestment of distributions

38,524

27,050

Cost of shares redeemed

(435,858)

(390,181)

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

80,574

(166,800)

Total increase (decrease) in net assets

329,429

(81,610)

Net Assets

Beginning of period

1,753,664

1,835,274

End of period (including undistributed net investment income of $4,627 and undistributed net investment income of $5,180, respectively)

$ 2,083,093

$ 1,753,664

Other Information

Shares

Sold

20,180

9,211

Issued in reinvestment of distributions

1,650

1,269

Redeemed

(18,421)

(18,412)

Net increase (decrease)

3,409

(7,932)

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

Annual Report

Financial Highlights

Years ended November 30,

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 22.14

$ 21.06

$ 19.71

$ 16.88

$ 19.50

Income from Investment Operations

Net investment income (loss) B

.49

.41

.46

.79

.79 F

Net realized and unrealized gain (loss)

3.09

1.03

1.55

2.87

(2.46) F

Total from investment operations

3.58

1.44

2.01

3.66

(1.67)

Distributions from net investment income

(.50)

(.34)

(.66)

(.83)

(.95)

Distributions from net realized gain

(.01)

(.02)

-

-

-

Total distributions

(.51)

(.36)

(.66)

(.83)

(.95)

Net asset value, end of period

$ 25.21

$ 22.14

$ 21.06

$ 19.71

$ 16.88

Total Return A

16.38%

6.91%

10.39%

22.48%

(8.97)%

Ratios to Average Net Assets C, E

Expenses before reductions

.83%

.70%

.67%

.84%

.88%

Expenses net of fee waivers, if any

.83%

.70%

.67%

.84%

.88%

Expenses net of all reductions

.83%

.69%

.66%

.82%

.85%

Net investment income (loss)

2.09%

1.95%

2.26%

4.46%

4.40% F

Supplemental Data

Net assets, end of period (in millions)

$ 2,083

$ 1,754

$ 1,835

$ 1,767

$ 1,423

Portfolio turnover rate D

35%

81%

112%

136%

138%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended November 30, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income (loss) of $0.06 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income (loss) to average net assets decreased from 4.76% to 4.40%. The reclassification has no impact on the net assets of the Fund.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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 may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

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

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Security Valuation - continued

value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. 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 income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. 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.

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

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim 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 foreign currency transactions, passive foreign investment companies (PFIC), defaulted bonds, market discount, deferred trustees compensation, losses deferred due to excise tax regulations.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 353,789

Unrealized depreciation

(34,636)

Net unrealized appreciation (depreciation)

319,153

Undistributed ordinary income

6,146

Undistributed long-term capital gain

1,692

Cost for federal income tax purposes

$ 1,772,730

The tax character of distributions paid was as follows:

November 30, 2006

November 30, 2005

Ordinary Income

$ 42,189

$ 29,883

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

New Accounting Pronouncements - continued

FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

2. Operating Policies.

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

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $721,935 and $685,643, respectively.

Annual Report

4. 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 a group fee rate that averaged .27% 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 Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .60% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .18% of average net assets.

Accounting and Security Lending Fees. FSC 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.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds 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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. 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 EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

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

$ 6,136

4.38%

$ 3

5. Committed Line of Credit.

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

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $11.

Annual Report

7. 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 $31 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $6 and $32, respectively.

8. 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.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. In addition, subsequent to period-end, FMR has reimbursed related legal expenses. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets.

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, 2006, 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 five years in the period then ended, 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, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 18, 2007

Annual Report

Trustees and Officers

The Trustees, Member 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, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

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

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1982

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

* 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 Occupation

Dennis J. Dirks (58)

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) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

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

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

James H. Keyes (66)

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Marie L. Knowles (60)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (73)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Financial Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Walter C. Donovan (44)

Year of Election or Appointment: 2005

Vice President of Convertible Securities. Mr. Donovan also serves as Vice President of Fidelity's High Income Funds (2005-present).
Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously,
Mr. Donovan served as Vice President of Fidelity's Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).

Robert A. Lawrence (54)

Year of Election or Appointment: 2006

Vice President of Convertible Securities. Mr. Lawrence also serves as Vice President of the High Income Funds. Mr. Lawrence is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present). Previously, Mr. Lawrence served as President of Fidelity Strategic Investments (2002-2005).

Thomas T. Soviero (43)

Year of Election or Appointment: 2005

Vice President of Convertible Securities. Mr. Soviero also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Soviero worked as a research analyst, manager and director of high-yield research. Mr. Soviero also serves as Senior Vice President of FMR and FMR Co., Inc. (2005).

Eric D. Roiter (58)

Year of Election or Appointment: 1998

Secretary of Convertible Securities. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Convertible Securities. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Convertible Securities. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Convertible Securities. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Convertible Securities. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of 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), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Convertible Securities. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2007

President and Treasurer of Convertible Securities. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Convertible Securities. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Convertible Securities. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1987

Assistant Treasurer of Convertible Securities. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Convertible Securities. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

Assistant Treasurer of Convertible Securities. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Convertible Securities. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (41)

Year of Election or Appointment: 2005

Assistant Treasurer of Convertible Securities. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Convertible Securities Fund voted to pay on December 18, 2006, to shareholders of record at the opening of business on December 15, 2006, a distribution of $.02 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.12 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2006, $1,691,693 or, if subsequently determined to be different, the net capital gain of such year.

A total of .05% 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 $20,409,285 of distributions paid during the period January 1, 2006 to November 30, 2006 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund designates 15%, 15%, and 15% of the dividends distributed in April 2006, July 2006, and October 2006, 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 designates 9%, 9%, and 9% of the dividends distributed in April 2006, July 2006, and October 2006, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on September 20, 2006. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

10,327,434,641.22

95.770

Withheld

456,199,004.95

4.230

TOTAL

10,783,633,646.17

100.000

Albert R. Gamper, Jr.

Affirmative

10,322,116,523.07

95.720

Withheld

461,517,123.10

4.280

TOTAL

10,783,633,646.17

100.000

Robert M. Gates

Affirmative

10,288,766,799.53

95.411

Withheld

494,866,846.64

4.589

TOTAL

10,783,633,646.17

100.000

George H. Heilmeier

Affirmative

10,298,619,061.42

95.502

Withheld

485,014,584.75

4.498

TOTAL

10,783,633,646.17

100.000

Edward C. Johnson 3d

Affirmative

10,257,561,582.55

95.122

Withheld

526,072,063.62

4.878

TOTAL

10,783,633,646.17

100.000

Stephen P. Jonas

Affirmative

10,317,222,628.79

95.675

Withheld

466,411,017.38

4.325

TOTAL

10,783,633,646.17

100.000

James H. KeyesB

Affirmative

10,318,195,711.25

95.684

Withheld

465,437,934.92

4.316

TOTAL

10,783,633,646.17

100.000

# of
Votes

% of
Votes

Marie L. Knowles

Affirmative

10,317,835,129.19

95.681

Withheld

465,798,516.98

4.319

TOTAL

10,783,633,646.17

100.000

Ned C. Lautenbach

Affirmative

10,317,039,890.90

95.673

Withheld

466,593,755.27

4.327

TOTAL

10,783,633,646.17

100.000

William O. McCoy

Affirmative

10,278,036,936.38

95.311

Withheld

505,596,709.79

4.689

TOTAL

10,783,633,646.17

100.000

Robert L. Reynolds

Affirmative

10,320,662,459.03

95.707

Withheld

462,971,187.14

4.293

TOTAL

10,783,633,646.17

100.000

Cornelia M. Small

Affirmative

10,329,731,930.45

95.791

Withheld

453,901,715.72

4.209

TOTAL

10,783,633,646.17

100.000

William S. Stavropoulos

Affirmative

10,298,039,656.66

95.497

Withheld

485,593,989.51

4.503

TOTAL

10,783,633,646.17

100.000

Kenneth L. Wolfe

Affirmative

10,310,583,687.33

95.613

Withheld

473,049,958.84

4.387

TOTAL

10,783,633,646.17

100.000

A Denotes trust-wide proposal and voting results.

B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Convertible Securities Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. 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 management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the 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 determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Convertible Securities Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the first quartile for the one- and three-year periods and the second quartile for the five-year period. The Board also stated that the relative investment performance of the fund compared favorably to its benchmark for all the periods shown. The Board also reviewed the fund's relative investment performance against a peer group defined by Morningstar.

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 realizes 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.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board noted with favor FMR's reorganization of its senior management team in 2005 and FMR's dedication of additional resources to investment research, and participated in the process that led to those changes.

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

Annual Report

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

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Convertible Securities Fund

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 2005. 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 rolling 36-month 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 was fair and reasonable in light of the services that the fund receives and the other factors considered.

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

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

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

Annual Report

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

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

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

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

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

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

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   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.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 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

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
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

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

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

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, 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

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Annual Report

To Write Fidelity

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

(letter_graphic)


Making Changes
To Your Account

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

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

(letter_graphic)


For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)


For Retirement
Accounts


Buying shares

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

Selling shares

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

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

General Correspondence

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

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

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®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

CVS-UANN-0107
1.786706.103

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

Fidelity®

Independence

Fund

Annual Report

November 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at 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 Corp. 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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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 dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of perfor-mance 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, 2006

Past 1
year

Past 5
years

Past 10
years

Fidelity® Independence Fund

13.49%

7.75%

9.46%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Independence Fund on November 30, 1996. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500SM Index (S&P 500®) performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Jason Weiner, who managed Fidelity® Independence Fund for most of the period covered by this report

There were a number of reasons why the overall U.S. stock market could have had subpar results during the 12-month period that ended on November 30, 2006, including rising interest rates, inflation concerns, historically high energy prices, unrest in the Middle East, North Korea's nuclear test and a worse-than-expected housing slump. Despite these negative conditions, though, U.S. stocks fared well. In fact, several bellwether market benchmarks reached record highs, including the larger-cap Dow Jones Industrial AverageSM - a gauge of 30 mega-cap, blue-chip stocks - and the small-cap-oriented Russell 2000® Index. The strength in equities was sparked in large part by two major factors: the double-digit earnings growth achieved by U.S. corporations, and steady economic growth that was neither overheated nor recessionary, thanks primarily to the Federal Reserve Board's monetary policy. For the 12 months overall, the Dow rose 15.76%, the Russell 2000 advanced 17.43%, the Standard & Poor's 500SM Index gained 14.23% and the NASDAQ Composite® Index returned 9.78%.

During the past year, the fund returned 13.49%, slightly trailing the S&P 500®. Fund performance suffered from my large-cap stock selection - including my bias toward growth stocks - although favorable picks in smaller stocks partially offset that negative impact. Among sectors, overweighting technology and health care detracted, as did underweighting financials and consumer discretionary. Stock selection in financials and energy hurt as well. Software giant Microsoft was our biggest detractor, as I trimmed the position on weakness, only to watch the stock rally. Underweighting energy giant Exxon Mobil was detrimental as well, as this major index component posted a strong gain. HMO UnitedHealth Group also hurt, as did online auctioneer eBay and communications products maker Comverse Technology. Conversely, stock selection in industrials, materials and technology aided our results. Canada's Research In Motion, maker of the popular BlackBerry handheld messaging device, benefited from new products and the settlement of patent infringement litigation. Other contributors included semiconductor maker MEMC Electronic Materials, India-based Infosys Technologies, a software outsourcing services provider, and hard-disk-drive maker Seagate Technology. All the contributors I mentioned were out-of-benchmark holdings. Some stocks noted above were sold by period end.

Note to shareholders: Robert Bertelson became Portfolio Manager of the fund on November 9, 2006.

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, 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, 2006 to November 30, 2006).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

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

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.

Beginning
Account Value
June 1, 2006

Ending
Account Value
November 30, 2006

Expenses Paid
During Period
*
June 1, 2006
to November 30, 2006

Actual

$ 1,000.00

$ 1,081.00

$ 4.38

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.86

$ 4.26

* Expenses are equal to the Fund's annualized expense ratio of .84%; multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

3.0

0.0

General Electric Co.

2.9

0.0

American International Group, Inc.

2.8

2.8

AT&T, Inc.

2.1

0.0

Valero Energy Corp.

2.1

1.4

Schlumberger Ltd. (NY Shares)

2.1

1.7

Altria Group, Inc.

2.0

0.0

Apple Computer, Inc.

2.0

0.0

Ultra Petroleum Corp.

1.9

1.4

Research In Motion Ltd.

1.9

0.5

22.8

Top Five Market Sectors as of November 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

17.4

7.9

Financials

17.2

19.1

Information Technology

16.1

21.3

Industrials

13.9

7.8

Health Care

9.4

14.8

Asset Allocation (% of fund's net assets)

As of November 30, 2006*

As of May 31, 2006**

Stocks 99.3%

Stocks 94.3%

Short-Term
Investments and
Net Other Assets 0.7%

Short-Term
Investments and
Net Other Assets 5.7%

* Foreign investments

20.2%

** Foreign investments

20.4%

Annual Report

Investments November 30, 2006

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 9.3%

Automobiles - 0.2%

Renault SA

93,800

$ 11,241

Hotels, Restaurants & Leisure - 2.5%

International Game Technology

647,300

28,339

Marriott International, Inc. Class A

888,800

40,129

McDonald's Corp.

1,102,600

46,276

Vail Resorts, Inc. (a)

100,000

4,402

119,146

Internet & Catalog Retail - 0.8%

Coldwater Creek, Inc. (a)

677,300

17,034

Priceline.com, Inc. (a)(d)

452,000

17,849

34,883

Media - 2.9%

Comcast Corp. Class A (special) (a)(d)

1,746,000

70,329

Time Warner, Inc.

3,234,000

65,133

135,462

Multiline Retail - 1.9%

Federated Department Stores, Inc.

566,900

23,861

Kohl's Corp. (a)

312,800

21,771

Saks, Inc. (d)

2,160,900

44,342

89,974

Textiles, Apparel & Luxury Goods - 1.0%

Brown Shoe Co., Inc.

254,100

12,055

Crocs, Inc.

300,000

12,885

VF Corp.

306,100

23,995

48,935

TOTAL CONSUMER DISCRETIONARY

439,641

CONSUMER STAPLES - 6.4%

Food & Staples Retailing - 0.2%

Sysco Corp.

312,927

11,218

Food Products - 0.5%

Nestle SA sponsored ADR

267,400

23,799

Household Products - 2.1%

Colgate-Palmolive Co.

502,862

32,711

Procter & Gamble Co.

1,097,100

68,887

101,598

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Personal Products - 0.9%

Avon Products, Inc.

374,700

$ 12,230

Herbalife Ltd. (a)

725,802

28,277

40,507

Tobacco - 2.7%

Altria Group, Inc.

1,130,000

95,157

Reynolds American, Inc.

470,800

30,244

125,401

TOTAL CONSUMER STAPLES

302,523

ENERGY - 17.4%

Energy Equipment & Services - 3.2%

Nabors Industries Ltd. (a)

348,200

11,755

Noble Corp.

153,100

11,827

Oceaneering International, Inc. (a)

82,300

3,589

Schlumberger Ltd. (NY Shares)

1,432,400

98,091

Transocean, Inc. (a)

312,300

24,344

W-H Energy Services, Inc. (a)

36,400

1,738

151,344

Oil, Gas & Consumable Fuels - 14.2%

Cabot Oil & Gas Corp.

359,100

22,311

Chesapeake Energy Corp.

1,436,200

48,874

Chevron Corp.

1,000,000

72,320

EOG Resources, Inc.

1,039,100

73,288

Exxon Mobil Corp.

1,863,700

143,152

Petroplus Holdings AG (a)

258,240

15,070

Quicksilver Resources, Inc. (a)

1,383,900

58,553

Range Resources Corp.

1,365,600

42,457

Ultra Petroleum Corp. (a)

1,686,379

90,896

Valero Energy Corp.

1,785,100

98,305

Venoco, Inc.

250,000

4,435

669,661

TOTAL ENERGY

821,005

FINANCIALS - 17.2%

Capital Markets - 4.5%

Goldman Sachs Group, Inc.

371,200

72,310

Lazard Ltd. Class A

47,000

2,135

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Capital Markets - continued

Merrill Lynch & Co., Inc.

778,700

$ 68,082

Morgan Stanley

915,000

69,686

212,213

Commercial Banks - 3.2%

Banco Bradesco SA (PN) sponsored ADR (non-vtg.)

1,154,000

43,517

Banco Itau Holding Financeira SA sponsored ADR (non-vtg.)

150,100

5,025

Industrial & Commercial Bank of China

12,948,000

6,558

PrivateBancorp, Inc.

128,169

5,141

Uniao de Bancos Brasileiros SA (Unibanco) GDR

558,300

47,271

Wells Fargo & Co.

1,296,500

45,689

153,201

Consumer Finance - 1.0%

American Express Co.

797,100

46,806

Diversified Financial Services - 1.5%

Bank of America Corp.

1,318,500

71,001

Insurance - 5.2%

American International Group, Inc.

1,882,100

132,349

Navigators Group, Inc. (a)

71,868

3,325

PartnerRe Ltd.

284,700

19,849

Prudential Financial, Inc.

884,300

72,053

RLI Corp.

84,100

4,652

XL Capital Ltd. Class A

215,300

15,312

247,540

Real Estate Investment Trusts - 1.3%

Equity Residential (SBI)

449,500

23,940

SL Green Realty Corp.

172,300

23,302

Vornado Realty Trust

97,200

12,258

59,500

Thrifts & Mortgage Finance - 0.5%

Fannie Mae

377,300

21,517

TOTAL FINANCIALS

811,778

HEALTH CARE - 9.4%

Biotechnology - 4.5%

Biogen Idec, Inc. (a)

1,516,848

79,270

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Biotechnology - continued

Celgene Corp. (a)

1,178,100

$ 65,656

Gilead Sciences, Inc. (a)

1,003,500

66,151

211,077

Health Care Equipment & Supplies - 1.0%

Becton, Dickinson & Co.

285,100

20,447

Cochlear Ltd.

98,399

4,371

Nobel Biocare Holding AG (Switzerland)

85,497

23,252

48,070

Health Care Providers & Services - 0.9%

Brookdale Senior Living, Inc.

475,305

21,698

UnitedHealth Group, Inc.

372,600

18,287

39,985

Pharmaceuticals - 3.0%

Allergan, Inc.

297,500

34,683

Merck & Co., Inc.

1,324,340

58,946

Novartis AG sponsored ADR

843,600

49,275

142,904

TOTAL HEALTH CARE

442,036

INDUSTRIALS - 13.9%

Aerospace & Defense - 2.2%

General Dynamics Corp.

337,200

25,236

Rockwell Collins, Inc.

407,100

24,560

Spirit AeroSystems Holdings, Inc. Class A

65,200

1,901

The Boeing Co.

569,500

50,418

102,115

Air Freight & Logistics - 0.5%

United Parcel Service, Inc. Class B

303,200

23,625

Airlines - 1.8%

AMR Corp. (a)

1,075,900

34,386

Ryanair Holdings PLC sponsored ADR (a)

241,300

18,481

US Airways Group, Inc. (a)

562,300

31,916

84,783

Construction & Engineering - 1.7%

Fluor Corp.

556,900

48,495

Foster Wheeler Ltd. (a)

577,700

31,196

79,691

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Electrical Equipment - 1.0%

ABB Ltd. sponsored ADR

2,942,800

$ 47,909

Industrial Conglomerates - 4.9%

3M Co.

543,900

44,306

General Electric Co.

3,918,400

138,241

McDermott International, Inc. (a)

991,788

51,652

234,199

Machinery - 0.4%

Danaher Corp.

265,172

19,389

Road & Rail - 1.4%

Burlington Northern Santa Fe Corp.

890,600

66,937

TOTAL INDUSTRIALS

658,648

INFORMATION TECHNOLOGY - 16.1%

Communications Equipment - 3.6%

Alcatel SA sponsored ADR

2,659,200

35,314

Cisco Systems, Inc. (a)

1,726,000

46,395

Research In Motion Ltd. (a)

646,900

89,809

171,518

Computers & Peripherals - 5.0%

Apple Computer, Inc. (a)

1,036,100

94,990

Dell, Inc. (a)

907,100

24,709

EMC Corp. (a)

1,815,000

23,795

Hewlett-Packard Co.

922,100

36,386

Intermec, Inc. (a)

388,883

9,858

Network Appliance, Inc. (a)

1,174,600

46,056

235,794

Internet Software & Services - 1.8%

Akamai Technologies, Inc. (a)

200,000

9,774

Google, Inc. Class A (sub. vtg.) (a)

134,951

65,440

ValueClick, Inc. (a)

400,000

9,948

85,162

IT Services - 1.7%

Cognizant Technology Solutions Corp. Class A (a)

181,000

14,762

Infosys Technologies Ltd.

1,208,224

59,049

MoneyGram International, Inc.

200,000

6,100

79,911

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 1.0%

Broadcom Corp. Class A (a)

318,200

$ 10,447

FormFactor, Inc. (a)

265,500

9,919

Intel Corp.

1,161,800

24,804

Spansion, Inc. Class A

234,200

3,422

48,592

Software - 3.0%

Allot Communications Ltd.

121,000

1,411

FactSet Research Systems, Inc.

28,800

1,523

Microsoft Corp.

1,195,600

35,067

Nintendo Co. Ltd. ADR

70,000

2,104

Oracle Corp. (a)

4,060,000

77,262

Red Hat, Inc. (a)

1,308,993

22,776

140,143

TOTAL INFORMATION TECHNOLOGY

761,120

MATERIALS - 4.3%

Chemicals - 1.1%

Monsanto Co.

1,116,901

53,689

Metals & Mining - 3.2%

Allegheny Technologies, Inc.

349,216

31,307

Carpenter Technology Corp.

283,482

30,279

Goldcorp, Inc.

2,432,800

76,070

Southern Copper Corp. (d)

196,600

10,756

148,412

TOTAL MATERIALS

202,101

TELECOMMUNICATION SERVICES - 4.5%

Diversified Telecommunication Services - 2.1%

AT&T, Inc.

2,958,800

100,333

Wireless Telecommunication Services - 2.4%

America Movil SA de CV Series L sponsored ADR

1,370,100

60,928

American Tower Corp. Class A (a)

1,396,200

52,874

113,802

TOTAL TELECOMMUNICATION SERVICES

214,135

Common Stocks - continued

Shares

Value (Note 1) (000s)

UTILITIES - 0.8%

Electric Utilities - 0.3%

Entergy Corp.

170,700

$ 15,588

Independent Power Producers & Energy Traders - 0.5%

AES Corp. (a)

472,300

11,038

TXU Corp.

207,600

11,914

22,952

TOTAL UTILITIES

38,540

TOTAL COMMON STOCKS

(Cost $4,385,398)

4,691,527

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies, Inc. Series E (a)(e)

41,400

0

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $621)

0

Money Market Funds - 1.7%

Fidelity Cash Central Fund, 5.35% (b)

51,658,674

51,659

Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)

25,924,100

25,924

TOTAL MONEY MARKET FUNDS

(Cost $77,583)

77,583

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $4,463,602)

4,769,110

NET OTHER ASSETS - (1.0)%

(46,434)

NET ASSETS - 100%

$ 4,722,676

Legend

(a) Non-income producing

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

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

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

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $0 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Chorum Technologies, Inc. Series E

9/19/00

$ 621

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

$ 6,883

Fidelity Securities Lending Cash Central Fund

3,178

Total

$ 10,061

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

Ruth's Chris Steak House, Inc.

$ 16,823

$ 13,394

$ 30,216

$ -

$ -

Other Information

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

United States of America

79.8%

Canada

5.4%

Switzerland

3.3%

Netherlands Antilles

2.1%

Brazil

2.0%

Mexico

1.3%

India

1.3%

Bermuda

1.2%

Panama

1.1%

Others (individually less than 1%)

2.5%

100.0%

Income Tax Information

At November 30, 2006, the fund had a capital loss carryforward of approximately $333,464,000 all of which will expire on November 30, 2010.

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 amount)

November 30, 2006

Assets

Investment in securities, at value (including securities loaned of $25,313) - See accompanying schedule:

Unaffiliated issuers (cost $4,386,019)

$ 4,691,527

Fidelity Central Funds (cost $77,583)

77,583

Total Investments (cost $4,463,602)

$ 4,769,110

Cash

48

Receivable for investments sold

280,592

Receivable for fund shares sold

1,618

Dividends receivable

6,897

Interest receivable

1,048

Other receivables

244

Total assets

5,059,557

Liabilities

Payable for investments purchased

$ 290,252

Payable for fund shares redeemed

2,811

Accrued management fee

2,557

Other affiliated payables

872

Other liabilities

14,465

Collateral on securities loaned, at value

25,924

Total liabilities

336,881

Net Assets

$ 4,722,676

Net Assets consist of:

Paid in capital

$ 4,744,319

Undistributed net investment income

14,804

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

(336,330)

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

299,883

Net Assets, for 214,366 shares outstanding

$ 4,722,676

Net Asset Value, offering price and redemption price per share ($4,722,676 ÷ 214,366 shares)

$ 22.03

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, 2006

Investment Income

Dividends

$ 47,405

Interest

91

Income from Fidelity Central Funds (including $3,178 from security lending)

10,061

Total income

57,557

Expenses

Management fee
Basic fee

$ 25,691

Performance adjustment

4,515

Transfer agent fees

7,679

Accounting and security lending fees

1,047

Custodian fees and expenses

348

Independent trustees' compensation

17

Appreciation in deferred trustee compensation account

7

Registration fees

37

Audit

85

Legal

74

Interest

12

Miscellaneous

166

Total expenses before reductions

39,678

Expense reductions

(582)

39,096

Net investment income (loss)

18,461

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

838,113

Other affiliated issuers

(2,426)

Foreign currency transactions

(428)

Futures contracts

(2,106)

Total net realized gain (loss)

833,153

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $5,162)

(277,199)

Assets and liabilities in foreign currencies

(14)

Total change in net unrealized appreciation (depreciation)

(277,213)

Net gain (loss)

555,940

Net increase (decrease) in net assets resulting from operations

$ 574,401

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,
2006

Year ended
November 30,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 18,461

$ 10,890

Net realized gain (loss)

833,153

394,470

Change in net unrealized appreciation (depreciation)

(277,213)

131,496

Net increase (decrease) in net assets resulting
from operations

574,401

536,856

Distributions to shareholders from net investment income

(12,074)

(28,963)

Share transactions
Proceeds from sales of shares

430,858

226,102

Reinvestment of distributions

11,979

28,765

Cost of shares redeemed

(936,261)

(693,020)

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

(493,424)

(438,153)

Total increase (decrease) in net assets

68,903

69,740

Net Assets

Beginning of period

4,653,773

4,584,033

End of period (including undistributed net investment income of $14,804 and undistributed net investment income of $9,142, respectively)

$ 4,722,676

$ 4,653,773

Other Information

Shares

Sold

20,820

12,714

Issued in reinvestment of distributions

605

1,645

Redeemed

(46,162)

(38,879)

Net increase (decrease)

(24,737)

(24,520)

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

Annual Report

Financial Highlights

Years ended November 30,

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value,
beginning of period

$ 19.46

$ 17.39

$ 15.45

$ 13.83

$ 15.84

Income from Investment Operations

Net investment income (loss) B

.08

.04

.11 E, G

.14

.21

Net realized and unrealized gain (loss)

2.54

2.14

1.93

1.69

(2.02)

Total from investment operations

2.62

2.18

2.04

1.83

(1.81)

Distributions from net investment income

(.05)

(.11)

(.10)

(.21)

(.20)

Net asset value, end of period

$ 22.03

$ 19.46

$ 17.39

$ 15.45

$ 13.83

Total Return A

13.49%

12.61%

13.28%

13.47%

(11.57)%

Ratios to Average Net Assets C, F

Expenses before reductions

.87%

.77%

.76%

.62%

1.07%

Expenses net of fee waivers,
if any

.87%

.77%

.76%

.62%

1.07%

Expenses net of all reductions

.86%

.72%

.71%

.55%

.97%

Net investment income (loss)

.41%

.24%

.66% G

1.00%

1.41%

Supplemental Data

Net assets, end of period
(in millions)

$ 4,723

$ 4,654

$ 4,584

$ 4,591

$ 4,443

Portfolio turnover rate D

169%

119%

119%

166%

191%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a special dividend which amounted to $.07 per share.

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

G As a result in the change in the estimate of the return of capital component of dividend income realized in the year ended November 30, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended November 30, 2004 have been reduced by $.01 per share and .03%, respectively. The change in estimate has no impact on total net assets or total return of the fund.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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 may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

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

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

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

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

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

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. 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 income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. 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.

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

Annual Report

1. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to futures transactions, foreign currency transactions, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 351,954

Unrealized depreciation

(49,207)

Net unrealized appreciation (depreciation)

302,747

Undistributed ordinary income

14,947

Capital loss carryforward

(333,464)

Cost for federal income tax purposes

$ 4,466,363

The tax character of distributions paid was as follows:

November 30, 2006

November 30, 2005

Ordinary Income

$ 12,074

$ 28,963

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

2. Operating Policies.

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

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures

Annual Report

2. Operating Policies - continued

Futures Contracts - continued

contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,436,008 and $7,779,320, respectively.

4. 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 a group fee rate that averaged .27% 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 Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .67% of the Fund's average net assets.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. FSC 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.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds 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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. 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 EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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.

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 $41 for the period.

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

$ 82,006

5.38%

$ 12

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $13 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

6. Security Lending.

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

7. 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 $454 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $6 and $122, respectively.

8. 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.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Other - continued

employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. In addition, subsequent to period-end, FMR has reimbursed related legal expenses. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets.

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, 2006, 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 five years in the period then ended, 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 statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 23, 2007

Annual Report

Trustees and Officers

The Trustees, Member 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, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

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

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1982

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

* 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 Occupation

Dennis J. Dirks (58)

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) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

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

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

James H. Keyes (66)

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Marie L. Knowles (60)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (73)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Financial Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Philip L. Bullen (47)

Year of Election or Appointment: 2006

Vice President of Independence. Mr. Bullen also serves as Vice President of certain Equity Funds (2006-present). Mr. Bullen is Senior Vice President of FMR (2001-present) and FMR Co., Inc. (2001-present). Previously, Mr. Bullen served as President and a Director of Fidelity Research & Analysis Company (2001-2005), President and a Director of Fidelity Management & Research (U.K.) Inc. (2002-2006), and a Director of Strategic Advisers, Inc. (2002-2005).

Dwight D. Churchill (52)

Year of Election or Appointment: 2005

Vice President of Independence. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.

Robert Bertelson (46)

Year of Election or Appointment: 2006

Vice President of Independence. Mr. Bertelson also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Bertelson worked as a research analyst and manager. Mr. Bertelson also serves as Vice President of FMR (1999) and FMR Co., Inc. (2001).

Eric D. Roiter (58)

Year of Election or Appointment: 1998

Secretary of Independence. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Independence. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Independence. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Independence. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Independence. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of 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), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Independence. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2007

President and Treasurer of Independence. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Independence. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Independence. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1986

Assistant Treasurer of Independence. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Independence. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

Assistant Treasurer of Independence. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Independence. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (41)

Year of Election or Appointment: 2005

Assistant Treasurer of Independence. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The fund designates 100% and 93% of the dividends distributed on December 16, 2005 and December 29, 2005, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed 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 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on September 20, 2006. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

10,327,434,641.22

95.770

Withheld

456,199,004.95

4.230

TOTAL

10,783,633,646.17

100.000

Albert R. Gamper, Jr.

Affirmative

10,322,116,523.07

95.720

Withheld

461,517,123.10

4.280

TOTAL

10,783,633,646.17

100.000

Robert M. Gates

Affirmative

10,288,766,799.53

95.411

Withheld

494,866,846.64

4.589

TOTAL

10,783,633,646.17

100.000

George H. Heilmeier

Affirmative

10,298,619,061.42

95.502

Withheld

485,014,584.75

4.498

TOTAL

10,783,633,646.17

100.000

Edward C. Johnson 3d

Affirmative

10,257,561,582.55

95.122

Withheld

526,072,063.62

4.878

TOTAL

10,783,633,646.17

100.000

Stephen P. Jonas

Affirmative

10,317,222,628.79

95.675

Withheld

466,411,017.38

4.325

TOTAL

10,783,633,646.17

100.000

James H. KeyesB

Affirmative

10,318,195,711.25

95.684

Withheld

465,437,934.92

4.316

TOTAL

10,783,633,646.17

100.000

# of
Votes

% of
Votes

Marie L. Knowles

Affirmative

10,317,835,129.19

95.681

Withheld

465,798,516.98

4.319

TOTAL

10,783,633,646.17

100.000

Ned C. Lautenbach

Affirmative

10,317,039,890.90

95.673

Withheld

466,593,755.27

4.327

TOTAL

10,783,633,646.17

100.000

William O. McCoy

Affirmative

10,278,036,936.38

95.311

Withheld

505,596,709.79

4.689

TOTAL

10,783,633,646.17

100.000

Robert L. Reynolds

Affirmative

10,320,662,459.03

95.707

Withheld

462,971,187.14

4.293

TOTAL

10,783,633,646.17

100.000

Cornelia M. Small

Affirmative

10,329,731,930.45

95.791

Withheld

453,901,715.72

4.209

TOTAL

10,783,633,646.17

100.000

William S. Stavropoulos

Affirmative

10,298,039,656.66

95.497

Withheld

485,593,989.51

4.503

TOTAL

10,783,633,646.17

100.000

Kenneth L. Wolfe

Affirmative

10,310,583,687.33

95.613

Withheld

473,049,958.84

4.387

TOTAL

10,783,633,646.17

100.000

A Denotes trust-wide proposal and voting results.

B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Independence Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. 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 management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the 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 determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Independence Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the first quartile for the one-year period and the third quartile for the three- and five-year periods. The Board also stated that the relative investment performance of the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board also reviewed the fund's relative investment performance against a customized peer group based on a combination of categories defined by Morningstar.

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 realizes 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.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board noted with favor FMR's reorganization of its senior management team in 2005 and FMR's dedication of additional resources to investment research, and participated in the process that led to those changes.

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

Annual Report

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

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, 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 9% means that 91% 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Independence Fund

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 2005. 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 rolling 36-month 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 was fair and reasonable in light of the services that the fund receives and the other factors considered.

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

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

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

Annual Report

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

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

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

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

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

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

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   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.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Write Fidelity

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

(letter_graphic)Making Changes
To Your Account


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

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

(letter_graphic)


For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)


For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 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

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
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

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

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

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, 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

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

Fidelity International Investment
Advisors

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

FRE-UANN-0107
1.786709.103

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

Fidelity®

Strategic Dividend & Income®

Fund

Annual Report

November 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at 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 Corp. 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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of Strategic Dividend & Income's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) 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, 2006

Past 1
year

Life of
fund
A

Strategic Dividend & Income

15.33%

13.52%

A From December 23, 2003.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Dividend & Income on December 23, 2003, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500SM Index (S&P 500®) performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Christopher Sharpe and Derek Young, Lead Co-Portfolio Managers of Fidelity® Strategic Dividend & Income® Fund

There were a number of reasons why the overall U.S. stock market could have had subpar results during the 12-month period that ended on November 30, 2006, including rising interest rates, inflation concerns, historically high energy prices, unrest in the Middle East, North Korea's nuclear test and a worse-than-expected housing slump. Despite these negative conditions, though, U.S. stocks fared well. In fact, several bellwether market benchmarks reached record highs, including the larger-cap Dow Jones Industrial AverageSM - a gauge of 30 mega-cap, blue-chip stocks - and the small-cap-oriented Russell 2000® Index. The strength in equities was sparked in large part by two major factors: the double-digit earnings growth achieved by U.S. corporations, and steady economic growth that was neither overheated nor recessionary, thanks primarily to the Federal Reserve Board's monetary policy. For the 12 months overall, the Dow rose 15.76%, the Russell 2000 checked in with a 17.43% advance, the Standard & Poor's 500SM Index gained 14.23% and the NASDAQ Composite® Index returned 9.78%.

During the fiscal year, Strategic Dividend & Income gained 15.33%, compared with 19.64% for the Fidelity Strategic Dividend & Income Composite Index. All four of the fund's subportfolios achieved strong absolute returns. Our asset allocation strategy of overweighting common stocks, underweighting real estate investment trusts (REITs) and preferred stocks, and neutrally weighting convertible securities was basically sound. The fund lagged its benchmark mostly due to unfavorable selection in common stocks, especially in energy and health care, and the subportfolio underperformed relative to its benchmark. Underweighting the robust REIT group also hurt a bit, despite relative outperformance driven by good security selection in the industrial, lodging/resorts and office segments. The preferred stock subportfolio outperformed, driven by strong selection in food/beverage/tobacco and energy, as well as by favoring high-yield issues and the more equity-like convertible preferreds. Underweighting preferred stocks overall also helped. Meanwhile, unfavorable picks in information technology and energy caused the convertible bond subportfolio to underperform slightly.

Note to shareholders: On October 1, 2006, the fund's common stock subportfolio changed its benchmark from the Russell 1000® Value Index to the Russell 3000® Value Index, which conforms more closely to the fund's investment strategy.

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, 2006 to November 30, 2006).

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.

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.

Annual Report

Investments - continued

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.

Beginning
Account Value
June 1, 2006

Ending
Account Value
November 30, 2006

Expenses Paid
During Period
*
June 1, 2006 to
November 30, 2006

Class A

Actual

$ 1,000.00

$ 1,096.00

$ 5.99

HypotheticalA

$ 1,000.00

$ 1,019.35

$ 5.77

Class T

Actual

$ 1,000.00

$ 1,095.00

$ 7.09

HypotheticalA

$ 1,000.00

$ 1,018.30

$ 6.83

Class B

Actual

$ 1,000.00

$ 1,091.10

$ 10.33

HypotheticalA

$ 1,000.00

$ 1,015.19

$ 9.95

Class C

Actual

$ 1,000.00

$ 1,091.50

$ 9.91

HypotheticalA

$ 1,000.00

$ 1,015.59

$ 9.55

Strategic Dividend and Income

Actual

$ 1,000.00

$ 1,098.40

$ 4.16

HypotheticalA

$ 1,000.00

$ 1,021.11

$ 4.00

Institutional Class

Actual

$ 1,000.00

$ 1,096.70

$ 4.31

HypotheticalA

$ 1,000.00

$ 1,020.96

$ 4.15

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

1.14%

Class T

1.35%

Class B

1.97%

Class C

1.89%

Strategic Dividend and Income

.79%

Institutional Class

.82%

Annual Report

Investment Changes

Top Ten Investments as of November 30, 2006

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Valero Energy Corp.

1.7

0.3

Equity Residential (SBI)

1.4

0.7

JPMorgan Chase & Co.

1.4

1.3

National Oilwell Varco, Inc.

1.2

0.7

General Growth Properties, Inc.

1.2

0.7

Noble Corp.

1.1

0.0

Smith International, Inc.

1.0

0.2

AT&T, Inc.

1.0

1.0

American International Group, Inc.

1.0

2.1

El Paso Corp. 4.99%

0.9

1.1

11.9

Top Five Market Sectors as of November 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

34.2

30.8

Information Technology

14.8

11.9

Energy

13.4

11.6

Consumer Discretionary

7.3

8.7

Industrials

6.6

10.8

Asset Allocation (% of fund's net assets)

As of November 30, 2006 *

As of May 31, 2006 **

Common Stocks 66.8%

Common Stocks 68.2%

Preferred Stocks 13.0%

Preferred Stocks 12.8%

Convertible Bonds 13.5%

Convertible Bonds 14.4%

Other Investments 0.9%

Other Investments 0.3%

Short-Term
Investments and
Net Other Assets 5.8%

Short-Term
Investments and
Net Other Assets 4.3%

* Foreign investments

10.8%

** Foreign investments

8.4%

Annual Report

Investments November 30, 2006

Showing Percentage of Net Assets

Corporate Bonds - 14.4%

Principal Amount

Value
(Note 1)

Convertible Bonds - 13.5%

CONSUMER DISCRETIONARY - 1.0%

Hotels, Restaurants & Leisure - 0.6%

Carnival Corp. 1.132% 4/29/33 (c)

$ 5,820,000

$ 4,237,426

Six Flags, Inc. 4.5% 5/15/15

3,300,000

3,522,750

7,760,176

Media - 0.4%

Charter Communications, Inc.:

5.875% 11/16/09 (d)

70,000

97,230

5.875% 11/16/09

4,013,000

5,574,057

5,671,287

TOTAL CONSUMER DISCRETIONARY

13,431,463

CONSUMER STAPLES - 0.0%

Food & Staples Retailing - 0.0%

Nash-Finch Co. 1.6314% 3/15/35 (c)

1,520,000

631,864

ENERGY - 2.4%

Energy Equipment & Services - 1.2%

Grey Wolf, Inc. 5.3216% 4/1/24 (e)

2,300,000

2,992,875

Halliburton Co. 3.125% 7/15/23

4,260,000

7,859,700

Hornbeck Offshore Services, Inc. 1.625% 11/15/26 (c)(d)

1,000,000

1,037,200

Maverick Tube Corp. 1.875% 11/15/25

3,000,000

4,804,920

16,694,695

Oil, Gas & Consumable Fuels - 1.2%

Chesapeake Energy Corp.:

2.75% 11/15/35 (d)

5,000,000

5,564,500

2.75% 11/15/35

6,600,000

7,345,140

McMoRan Exploration Co. 6% 7/2/08

3,000,000

3,813,900

16,723,540

TOTAL ENERGY

33,418,235

FINANCIALS - 0.5%

Consumer Finance - 0.4%

American Express Co.:

1.85% 12/1/33 (c)(d)

1,800,000

1,798,920

1.85% 12/1/33 (c)

3,850,000

3,847,690

5,646,610

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

FINANCIALS - continued

Real Estate Investment Trusts - 0.1%

Ventas, Inc. 3.875% 11/15/11 (d)

$ 1,000,000

$ 997,300

TOTAL FINANCIALS

6,643,910

HEALTH CARE - 1.0%

Biotechnology - 0.4%

Amgen, Inc. 0.375% 2/1/13 (d)

5,000,000

5,017,500

Life Sciences Tools & Services - 0.6%

Charles River Laboratories International, Inc. 2.25% 6/15/13 (d)

1,000,000

1,059,600

Fisher Scientific International, Inc.:

2.5% 10/1/23 (d)

995,000

1,910,002

2.5% 10/1/23

2,400,000

4,607,040

Nektar Therapeutics 3.25% 9/28/12

1,000,000

1,030,460

8,607,102

TOTAL HEALTH CARE

13,624,602

INDUSTRIALS - 2.1%

Aerospace & Defense - 0.1%

AAR Corp. 1.75% 2/1/26 (d)

1,000,000

1,099,180

Airlines - 0.4%

UAL Corp. 4.5% 6/30/21 (d)

2,000,000

2,695,200

US Airways Group, Inc. 7% 9/30/20 (d)

960,000

2,489,069

5,184,269

Commercial Services & Supplies - 0.1%

FTI Consulting, Inc. 3.75% 7/15/12 (d)

1,000,000

1,129,949

Construction & Engineering - 0.2%

Quanta Services, Inc. 3.75% 4/30/26 (d)

3,000,000

3,270,006

Electrical Equipment - 0.2%

GrafTech International Ltd. 1.625% 1/15/24

2,720,000

2,244,000

Industrial Conglomerates - 0.5%

Tyco International Group SA yankee 3.125% 1/15/23

5,310,000

7,467,984

Machinery - 0.1%

Greenbrier Companies, Inc. 2.375% 5/15/26 (d)

1,000,000

1,041,311

Trinity Industries, Inc. 3.875% 6/1/36

1,000,000

1,050,842

2,092,153

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

INDUSTRIALS - continued

Marine - 0.5%

OMI Corp. 2.875% 12/1/24

$ 6,300,000

$ 6,252,750

TOTAL INDUSTRIALS

28,740,291

INFORMATION TECHNOLOGY - 5.9%

Communications Equipment - 1.2%

Ciena Corp. 0.25% 5/1/13

1,560,000

1,355,172

Finisar Corp. 2.5% 10/15/10

6,920,000

8,978,700

JDS Uniphase Corp. 1% 5/15/26 (d)

5,000,000

4,528,500

Symmetricom, Inc. 3.25% 6/15/25

2,000,000

2,012,600

16,874,972

Computers & Peripherals - 0.3%

Maxtor Corp. 2.375% 8/15/12

1,200,000

1,909,008

SanDisk Corp. 1% 5/15/13

2,000,000

1,777,800

3,686,808

Electronic Equipment & Instruments - 1.7%

Coherent, Inc. 2.75% 3/1/11 (d)

1,110,000

1,200,021

Flextronics International Ltd. 1% 8/1/10

13,420,000

12,974,456

Itron, Inc. 2.5% 8/1/26

3,000,000

3,115,200

Merix Corp. 4% 5/15/13 (d)

1,000,000

928,750

Solectron Corp. 0.5% 2/15/34

1,000,000

813,750

Vishay Intertechnology, Inc. 3.625% 8/1/23

4,600,000

4,582,888

23,615,065

Internet Software & Services - 0.4%

aQuantive, Inc. 2.25% 8/15/24

2,800,000

5,461,680

IT Services - 0.5%

DST Systems, Inc.:

Series A, 4.125% 8/15/23 (d)

1,240,000

1,718,190

4.125% 8/15/23

3,470,000

4,808,160

6,526,350

Semiconductors & Semiconductor Equipment - 1.7%

Amkor Technology, Inc. 2.5% 5/15/11

2,000,000

1,977,200

Conexant Systems, Inc. 4% 3/1/26

3,000,000

2,737,500

Credence Systems Corp. 1.5% 5/15/08

2,000,000

1,825,000

EMCORE Corp. 5% 5/15/11

1,000,000

1,052,500

Intel Corp. 2.95% 12/15/35

6,000,000

5,543,460

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

ON Semiconductor Corp.:

0% 4/15/24

$ 6,500,000

$ 5,882,500

1.875% 12/15/25 (d)

1,250,000

1,417,188

Photronics, Inc. 2.25% 4/15/08

3,000,000

3,385,860

23,821,208

Software - 0.1%

Symantec Corp. 1% 6/15/13 (d)

1,000,000

1,225,000

TOTAL INFORMATION TECHNOLOGY

81,211,083

TELECOMMUNICATION SERVICES - 0.6%

Diversified Telecommunication Services - 0.6%

Broadwing Corp. 3.125% 5/15/26 (d)

3,000,000

3,307,500

Level 3 Communications, Inc. 3.5% 6/15/12

2,000,000

2,392,260

Time Warner Telecom, Inc. 2.375% 4/1/26

2,000,000

2,378,800

8,078,560

TOTAL CONVERTIBLE BONDS

185,780,008

Nonconvertible Bonds - 0.9%

CONSUMER DISCRETIONARY - 0.2%

Media - 0.2%

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. 10.25% 9/15/10

3,176,000

3,310,980

FINANCIALS - 0.7%

Commercial Banks - 0.4%

PNC Preferred Funding Trust I 6.517% 12/31/49 (c)(d)

3,000,000

3,031,800

SunTrust Preferred Capital I 5.853% 12/15/49 (e)

1,000,000

1,015,420

Wells Fargo Capital X 5.95% 12/15/36

1,000,000

1,005,446

5,052,666

Diversified Financial Services - 0.2%

Wachovia Capital Trust III 5.8% (e)

2,000,000

2,026,884

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.1%

Washington Mutual Preferred Funding Trust I 6.534% (d)(e)

$ 2,000,000

$ 1,984,320

TOTAL FINANCIALS

9,063,870

TOTAL NONCONVERTIBLE BONDS

12,374,850

TOTAL CORPORATE BONDS

(Cost $185,691,579)

198,154,858

Common Stocks - 66.8%

Shares

CONSUMER DISCRETIONARY - 5.7%

Automobiles - 0.2%

Renault SA

20,900

2,504,658

Diversified Consumer Services - 0.3%

Coinmach Service Corp. unit

156,800

2,765,952

Service Corp. International

155,800

1,537,746

4,303,698

Hotels, Restaurants & Leisure - 2.0%

Accor SA

23,500

1,708,417

Applebee's International, Inc.

19,600

445,900

Aristocrat Leisure Ltd.

197,300

2,418,954

Boyd Gaming Corp.

40,700

1,723,645

Centerplate, Inc. unit

318,800

5,531,180

Domino's Pizza, Inc.

99,100

2,721,286

Greek Organization of Football Prognostics SA

11,300

424,962

McDonald's Corp.

101,749

4,270,406

Minor International PCL (For. Reg.)

1,212,900

391,967

Starwood Hotels & Resorts Worldwide, Inc.

79,300

5,088,681

WMS Industries, Inc. (a)

63,400

2,205,052

26,930,450

Household Durables - 0.6%

Bassett Furniture Industries, Inc.

51,605

913,409

Cyrela Brazil Realty SA

35,000

669,446

La-Z-Boy, Inc.

95,477

1,124,719

The Stanley Works

38,010

1,939,270

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Urbi, Desarrollos Urbanos, SA de CV (a)

144,300

$ 454,053

Whirlpool Corp.

42,000

3,582,600

8,683,497

Leisure Equipment & Products - 0.2%

Eastman Kodak Co.

120,400

3,132,808

Media - 0.8%

Charter Communications, Inc. Class A (a)

977,700

2,884,215

Gannett Co., Inc.

4,000

238,080

Grupo Televisa SA de CV (CPO) sponsored ADR

21,500

565,020

Idearc, Inc. (a)

8,300

228,582

News Corp. Class A

86,700

1,786,020

R.H. Donnelley Corp.

55,100

3,416,200

Viacom, Inc. Class B (non-vtg.) (a)

39,965

1,499,087

10,617,204

Multiline Retail - 0.7%

Federated Department Stores, Inc.

74,800

3,148,332

JCPenney Co., Inc.

38,800

3,000,792

Lojas Renner SA

21,000

276,443

Sears Holdings Corp. (a)

17,200

2,948,424

Tuesday Morning Corp.

25,400

447,040

9,821,031

Specialty Retail - 0.3%

AutoZone, Inc. (a)

3,400

386,274

OfficeMax, Inc.

92,400

4,349,268

4,735,542

Textiles, Apparel & Luxury Goods - 0.6%

Brown Shoe Co., Inc.

48,800

2,315,072

Liz Claiborne, Inc.

91,800

3,924,450

Polo Ralph Lauren Corp. Class A

7,400

578,680

VF Corp.

21,000

1,646,190

8,464,392

TOTAL CONSUMER DISCRETIONARY

79,193,280

CONSUMER STAPLES - 2.6%

Beverages - 0.2%

Fomento Economico Mexicano SA de CV sponsored ADR

3,300

347,325

Pernod Ricard SA

7,800

1,726,969

2,074,294

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER STAPLES - continued

Food & Staples Retailing - 0.6%

Rite Aid Corp.

380,300

$ 1,806,425

Safeway, Inc.

173,400

5,342,454

Wal-Mart de Mexico SA de CV Series V

189,700

708,968

7,857,847

Food Products - 0.6%

B&G Foods, Inc. unit

156,900

3,075,240

Chiquita Brands International, Inc.

139,500

1,994,850

Del Monte Foods Co.

61,500

694,335

Tyson Foods, Inc. Class A

170,500

2,709,245

8,473,670

Personal Products - 0.5%

Avon Products, Inc.

165,600

5,405,184

Playtex Products, Inc. (a)

144,000

2,139,840

7,545,024

Tobacco - 0.7%

Altria Group, Inc.

112,600

9,482,046

TOTAL CONSUMER STAPLES

35,432,881

ENERGY - 9.5%

Energy Equipment & Services - 4.9%

Grant Prideco, Inc. (a)

80,300

3,518,746

Halliburton Co.

320,700

10,820,418

National Oilwell Varco, Inc. (a)

252,489

16,793,043

Noble Corp.

191,763

14,813,692

Pride International, Inc. (a)

110,700

3,574,503

Rowan Companies, Inc.

100,100

3,605,602

Smith International, Inc.

341,300

14,457,468

67,583,472

Oil, Gas & Consumable Fuels - 4.6%

Alpha Natural Resources, Inc. (a)

77,158

1,215,239

Aurora Oil & Gas Corp. (a)

480,572

1,638,751

Cabot Oil & Gas Corp.

63,200

3,926,616

CONSOL Energy, Inc.

99,300

3,645,303

Foundation Coal Holdings, Inc.

97,000

3,599,670

Peabody Energy Corp.

109,900

5,056,499

Plains Exploration & Production Co. (a)

41,200

1,939,696

Quicksilver Resources, Inc. (a)

88,700

3,752,897

Range Resources Corp.

29,100

904,719

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Teekay Shipping Corp.

142,050

$ 5,949,054

Ultra Petroleum Corp. (a)

137,200

7,395,080

Valero Energy Corp.

435,961

24,008,366

63,031,890

TOTAL ENERGY

130,615,362

FINANCIALS - 26.8%

Capital Markets - 1.8%

Ameriprise Financial, Inc.

8,400

454,440

Bank of New York Co., Inc.

48,200

1,713,028

Franklin Resources, Inc.

17,900

1,910,646

KKR Private Equity Investors, LP

64,700

1,436,340

Merrill Lynch & Co., Inc.

68,200

5,962,726

Merrill Lynch & Co., Inc. (depositary shares) Series 1, unit

277,700

7,147,998

Morgan Stanley

81,000

6,168,960

State Street Corp.

9,400

584,022

25,378,160

Commercial Banks - 1.1%

Cathay General Bancorp

21,219

729,085

East West Bancorp, Inc.

52,000

1,851,720

UCBH Holdings, Inc.

117,400

1,979,364

Wachovia Corp.

102,709

5,565,801

Wells Fargo & Co.

159,700

5,627,828

15,753,798

Consumer Finance - 0.1%

Capital One Financial Corp.

21,900

1,705,572

Diversified Financial Services - 2.3%

Bank of America Corp.

224,214

12,073,924

JPMorgan Chase & Co.

410,704

19,007,381

31,081,305

Insurance - 5.4%

ACE Ltd.

94,800

5,388,432

AFLAC, Inc.

77,600

3,425,264

Allied World Assurance Co. Holdings Ltd.

18,800

798,060

American International Group, Inc.

194,400

13,670,208

Aspen Insurance Holdings Ltd.

270,300

7,284,585

Axis Capital Holdings Ltd.

216,656

7,416,135

Endurance Specialty Holdings Ltd.

188,171

7,062,058

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - continued

Everest Re Group Ltd.

38,700

$ 3,808,467

Hartford Financial Services Group, Inc.

35,900

3,078,784

Marsh & McLennan Companies, Inc.

31,500

989,730

MetLife, Inc.

52,500

3,083,325

Platinum Underwriters Holdings Ltd.

220,400

6,706,772

Scottish Re Group Ltd.

97,111

577,810

The St. Paul Travelers Companies, Inc.

116,800

6,051,408

W.R. Berkley Corp.

124,050

4,355,396

73,696,434

Real Estate Investment Trusts - 15.3%

Alexandria Real Estate Equities, Inc.

53,500

5,514,780

AMB Property Corp. (SBI)

8,000

490,160

American Financial Realty Trust (SBI)

140,800

1,655,808

Apartment Investment & Management Co. Class A

20,000

1,152,800

AvalonBay Communities, Inc.

40,460

5,384,417

BioMed Realty Trust, Inc.

22,900

691,580

Boston Properties, Inc.

60,014

7,024,639

CBL & Associates Properties, Inc.

121,540

5,238,374

CBRE Realty Finance, Inc.

28,800

465,120

Columbia Equity Trust, Inc.

67,900

1,279,915

Corporate Office Properties Trust (SBI)

177,900

8,843,409

Developers Diversified Realty Corp.

89,500

5,797,810

Douglas Emmett, Inc. (a)

97,700

2,569,510

Duke Realty Corp.

290,488

12,642,038

Education Realty Trust, Inc.

6,800

106,964

Equity Lifestyle Properties, Inc.

33,260

1,728,522

Equity Office Properties Trust

243,310

11,727,542

Equity One, Inc.

88,900

2,425,192

Equity Residential (SBI)

357,380

19,034,059

Federal Realty Investment Trust (SBI)

44,500

3,790,510

General Growth Properties, Inc.

293,125

16,104,288

GMH Communities Trust

107,200

1,330,352

Health Care Property Investors, Inc.

26,100

946,647

Health Care REIT, Inc.

17,300

725,389

Home Properties of New York, Inc.

13,600

840,616

HomeBanc Mortgage Corp., Georgia

191,600

806,636

Host Hotels & Resorts, Inc.

363,445

9,166,083

Inland Real Estate Corp.

140,600

2,727,640

Innkeepers USA Trust (SBI)

44,100

705,600

Kilroy Realty Corp.

16,300

1,333,340

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Real Estate Investment Trusts - continued

Kimco Realty Corp.

230,638

$ 10,696,990

Longview Fibre Co.

44,000

916,080

Mission West Properties, Inc.

81,500

1,018,750

Newcastle Investment Corp.

12,100

362,395

Potlatch Corp.

10,230

426,489

ProLogis Trust

141,165

9,199,723

Public Storage, Inc.

98,936

9,525,558

Rayonier, Inc.

34,320

1,431,144

Reckson Associates Realty Corp.

7,800

377,364

Simon Property Group, Inc.

81,110

8,271,598

SL Green Realty Corp.

41,200

5,571,888

Sovran Self Storage, Inc.

47,900

2,802,150

Tanger Factory Outlet Centers, Inc.

84,800

3,342,816

Taubman Centers, Inc.

29,500

1,459,070

United Dominion Realty Trust, Inc. (SBI)

275,040

9,235,843

Ventas, Inc.

64,550

2,514,223

Vornado Realty Trust

77,650

9,792,442

Washington (REIT) (SBI)

27,000

1,157,490

Weingarten Realty Investors (SBI)

4,100

195,652

210,547,405

Real Estate Management & Development - 0.2%

Brookfield Properties Corp.

8,000

321,200

GAGFAH SA

9,700

303,136

Mitsubishi Estate Co. Ltd.

112,000

2,766,387

3,390,723

Thrifts & Mortgage Finance - 0.6%

Countrywide Financial Corp.

48,200

1,914,504

Fannie Mae

64,000

3,649,920

Hudson City Bancorp, Inc.

204,100

2,708,407

8,272,831

TOTAL FINANCIALS

369,826,228

HEALTH CARE - 3.1%

Biotechnology - 0.1%

Alkermes, Inc. (a)

12,000

182,160

Amgen, Inc. (a)

24,100

1,711,100

1,893,260

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Equipment & Supplies - 0.9%

Baxter International, Inc.

107,400

$ 4,805,076

Becton, Dickinson & Co.

47,700

3,421,044

C.R. Bard, Inc.

46,700

3,842,943

12,069,063

Health Care Providers & Services - 0.7%

Acibadem Saglik Hizmetleri AS

57,000

627,343

Brookdale Senior Living, Inc.

105,000

4,793,250

Bumrungrad Hospital PCL (For. Reg.)

346,100

351,933

Capital Senior Living Corp. (a)

17,000

174,420

DaVita, Inc. (a)

56,400

3,001,044

8,947,990

Life Sciences Tools & Services - 0.1%

Thermo Fisher Scientific, Inc. (a)

31,300

1,371,879

Pharmaceuticals - 1.3%

Merck & Co., Inc.

71,500

3,182,465

Novartis AG sponsored ADR

50,800

2,967,228

Pfizer, Inc.

380,400

10,457,196

Teva Pharmaceutical Industries Ltd. sponsored ADR

51,800

1,660,708

18,267,597

TOTAL HEALTH CARE

42,549,789

INDUSTRIALS - 4.3%

Aerospace & Defense - 0.8%

General Dynamics Corp.

46,800

3,502,512

Honeywell International, Inc.

135,400

5,819,492

Precision Castparts Corp.

25,100

1,894,046

11,216,050

Air Freight & Logistics - 0.2%

United Parcel Service, Inc. Class B

42,100

3,280,432

Building Products - 0.2%

Masco Corp.

73,000

2,094,370

Commercial Services & Supplies - 0.4%

Allied Waste Industries, Inc.

129,700

1,644,596

The Brink's Co.

29,300

1,644,902

The Geo Group, Inc. (a)

21,250

798,150

Waste Management, Inc.

48,400

1,771,924

5,859,572

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Construction & Engineering - 0.8%

Fluor Corp.

84,035

$ 7,317,768

Shaw Group, Inc. (a)

113,100

3,380,559

10,698,327

Electrical Equipment - 0.1%

Cooper Industries Ltd. Class A

14,200

1,298,448

Industrial Conglomerates - 0.2%

Tyco International Ltd.

65,100

1,971,879

Machinery - 0.5%

Deere & Co.

41,300

3,964,800

Flowserve Corp. (a)

21,206

1,141,731

Oshkosh Truck Co.

42,300

2,030,823

7,137,354

Road & Rail - 1.1%

AMERCO (a)

21,774

1,891,072

Burlington Northern Santa Fe Corp.

36,700

2,758,372

Con-way, Inc.

67,400

3,108,488

CSX Corp.

82,700

2,965,622

Laidlaw International, Inc.

110,500

3,210,025

Landstar System, Inc.

39,600

1,783,584

15,717,163

TOTAL INDUSTRIALS

59,273,595

INFORMATION TECHNOLOGY - 8.9%

Communications Equipment - 0.1%

Comverse Technology, Inc. (a)

88,200

1,721,664

Computers & Peripherals - 2.2%

Dell, Inc. (a)

124,000

3,377,760

Hewlett-Packard Co.

78,200

3,085,772

Imation Corp.

62,682

2,902,803

International Business Machines Corp.

66,300

6,094,296

Komag, Inc. (a)

83,200

3,284,736

NCR Corp. (a)

147,900

6,346,389

Seagate Technology (a)

211,000

5,435,360

30,527,116

Electronic Equipment & Instruments - 2.0%

Agilent Technologies, Inc. (a)

80,400

2,559,936

Amphenol Corp. Class A

117,500

8,005,275

Arrow Electronics, Inc. (a)

119,500

3,795,320

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Flextronics International Ltd. (a)

211,000

$ 2,373,750

FLIR Systems, Inc. (a)

59,100

1,903,611

Ingram Micro, Inc. Class A (a)

83,100

1,693,578

Molex, Inc.

91,500

2,928,000

Solectron Corp. (a)

382,700

1,274,391

Vishay Intertechnology, Inc. (a)

166,900

2,186,390

26,720,251

Internet Software & Services - 0.1%

VeriSign, Inc. (a)

55,100

1,438,661

IT Services - 0.4%

Infosys Technologies Ltd. sponsored ADR

12,500

669,125

Mastercard, Inc. Class A

25,400

2,584,450

Satyam Computer Services Ltd. sponsored ADR

86,200

2,012,770

5,266,345

Office Electronics - 0.2%

Xerox Corp.

180,700

2,981,550

Semiconductors & Semiconductor Equipment - 2.4%

Analog Devices, Inc.

40,800

1,326,816

Applied Materials, Inc.

168,600

3,031,428

ASML Holding NV (NY Shares) (a)

129,600

3,227,040

Atmel Corp. (a)

433,400

2,193,004

Axcelis Technologies, Inc. (a)

242,800

1,551,492

Broadcom Corp. Class A (a)

27,500

902,825

Brooks Automation, Inc. (a)

106,500

1,487,805

Cypress Semiconductor Corp. (a)

9,500

165,205

DSP Group, Inc. (a)

8,996

194,224

Fairchild Semiconductor International, Inc. (a)

116,000

1,893,120

Hittite Microwave Corp. (a)

33,600

1,312,752

Intel Corp.

145,400

3,104,290

Intersil Corp. Class A

79,800

1,976,646

Linear Technology Corp.

39,000

1,253,460

Maxim Integrated Products, Inc.

97,000

3,053,560

National Semiconductor Corp.

127,300

3,079,387

ON Semiconductor Corp. (a)

439,100

2,827,804

PMC-Sierra, Inc. (a)

49,800

378,978

Verigy Ltd.

10,639

189,800

33,149,636

Software - 1.5%

BEA Systems, Inc. (a)

115,622

1,592,115

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Compuware Corp. (a)

34,500

$ 289,455

Hyperion Solutions Corp. (a)

44,000

1,617,440

Microsoft Corp.

301,600

8,845,928

Nintendo Co. Ltd.

8,900

2,121,427

Quest Software, Inc. (a)

121,600

1,740,096

Symantec Corp. (a)

133,300

2,825,960

Ubisoft Entertainment SA (a)

29,052

1,827,356

20,859,777

TOTAL INFORMATION TECHNOLOGY

122,665,000

MATERIALS - 1.4%

Chemicals - 0.7%

Agrium, Inc.

66,400

2,038,426

Ashland, Inc.

43,300

2,927,513

Celanese Corp. Class A

43,300

952,600

Cytec Industries, Inc.

9,300

495,969

Monsanto Co.

63,600

3,057,252

9,471,760

Metals & Mining - 0.7%

Alcoa, Inc.

96,900

3,020,373

Titanium Metals Corp.

237,300

7,586,481

10,606,854

TOTAL MATERIALS

20,078,614

TELECOMMUNICATION SERVICES - 2.7%

Diversified Telecommunication Services - 2.0%

AT&T, Inc.

415,600

14,092,996

BellSouth Corp.

113,700

5,069,883

CenturyTel, Inc.

48,689

2,071,717

Citizens Communications Co.

16,900

239,473

Verizon Communications, Inc.

154,500

5,398,230

26,872,299

Wireless Telecommunication Services - 0.7%

America Movil SA de CV Series L sponsored ADR

20,800

924,976

American Tower Corp. Class A (a)

76,200

2,885,694

Bharti Airtel Ltd. (a)

26,731

390,926

Crown Castle International Corp. (a)

70,200

2,419,092

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

MTN Group Ltd.

50,200

$ 512,931

SBA Communications Corp. Class A (a)

104,500

2,964,665

10,098,284

TOTAL TELECOMMUNICATION SERVICES

36,970,583

UTILITIES - 1.8%

Electric Utilities - 0.7%

Edison International

57,500

2,643,850

Exelon Corp.

48,500

2,945,405

FPL Group, Inc.

30,200

1,609,660

PPL Corp.

81,100

2,947,985

10,146,900

Independent Power Producers & Energy Traders - 0.7%

AES Corp. (a)

388,100

9,069,897

Multi-Utilities - 0.4%

CMS Energy Corp. (a)

193,300

3,133,393

Duke Energy Corp.

72,400

2,296,528

5,429,921

TOTAL UTILITIES

24,646,718

TOTAL COMMON STOCKS

(Cost $772,358,048)

921,252,050

Preferred Stocks - 13.0%

Convertible Preferred Stocks - 3.7%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.3%

General Motors Corp.:

Series A, 4.50%

41,400

1,035,000

Series C, 6.25%

98,500

2,217,235

3,252,235

Media - 0.0%

Emmis Communications Corp. Series A, 6.25%

10,100

401,071

TOTAL CONSUMER DISCRETIONARY

3,653,306

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

ENERGY - 1.3%

Oil, Gas & Consumable Fuels - 1.3%

Chesapeake Energy Corp.:

4.50%

20,500

$ 2,085,875

6.25%

8,000

2,246,720

El Paso Corp. 4.99%

10,000

12,988,987

17,321,582

FINANCIALS - 0.2%

Diversified Financial Services - 0.1%

Carriage Services Capital Trust 7.00% TIDES

45,000

1,845,000

Real Estate Investment Trusts - 0.1%

HRPT Properties Trust 6.50% (a)

40,000

1,045,920

TOTAL FINANCIALS

2,890,920

INDUSTRIALS - 0.2%

Road & Rail - 0.2%

Kansas City Southern:

4.25%

1,370

1,239,182

5.125%

1,000

1,176,950

2,416,132

MATERIALS - 0.8%

Chemicals - 0.6%

Celanese Corp. 4.25%

252,600

7,997,316

Containers & Packaging - 0.1%

Owens-Illinois, Inc. 4.75%

63,510

2,337,168

Metals & Mining - 0.1%

Freeport-McMoRan Copper & Gold, Inc. 5.50%

1,050

1,466,594

TOTAL MATERIALS

11,801,078

UTILITIES - 0.9%

Electric Utilities - 0.5%

AES Trust VII 6.00%

140,500

6,884,500

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

UTILITIES - continued

Independent Power Producers & Energy Traders - 0.4%

NRG Energy, Inc.:

4.00% (d)

3,900

$ 5,890,599

Series A, 5.75%

1,000

273,100

6,163,699

TOTAL UTILITIES

13,048,199

TOTAL CONVERTIBLE PREFERRED STOCKS

51,131,217

Nonconvertible Preferred Stocks - 9.3%

CONSUMER DISCRETIONARY - 0.1%

Household Durables - 0.1%

Hovnanian Enterprises, Inc. Series A, 7.625%

40,000

979,600

CONSUMER STAPLES - 0.1%

Food Products - 0.1%

H.J. Heinz Finance Co. 6.226%

10

1,024,500

ENERGY - 0.2%

Oil, Gas & Consumable Fuels - 0.2%

Apache Corp. (depositary shares) Series B, 5.68%

9,875

982,563

Devon Energy Corp. 6.49%

13,750

1,400,781

2,383,344

FINANCIALS - 6.1%

Capital Markets - 1.4%

Bear Stearns Companies, Inc.:

Series E, 6.155%

15,000

759,750

Series G, 5.49%

15,000

723,900

Goldman Sachs Group, Inc.:

Series A, 3.9106%

120,000

3,156,000

Series C, 4.9931%

40,000

1,042,400

Series D

160,000

4,192,000

Lehman Brothers Holdings, Inc. (depositary shares) Series F, 6.50%

169,015

4,360,587

Merrill Lynch & Co., Inc. Series H, 3.97%

120,000

3,060,000

Morgan Stanley Capital Trust IV 6.60%

80,000

2,056,000

19,350,637

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Commercial Banks - 1.0%

ABN AMRO Capital Funding Trust V 5.90%

20,000

$ 493,200

ABN Amro Capital Funding Trust VII 6.08%

40,400

1,018,484

Barclays Bank PLC Series 2, 6.625%

40,000

1,046,000

First Tennessee Bank NA, Memphis 3.90% (d)

5,000

5,175,000

Keycorp Capital IX 6.75%

40,000

1,010,000

Santander Finance Preferred SA Unipersonal:

6.41%

69,400

1,728,060

6.80% (d)

80,000

2,048,000

U.S. Bancorp, Delaware Series B, 0.00%

40,000

1,042,000

13,560,744

Consumer Finance - 0.5%

HSBC USA, Inc.:

Series G, 4.9175%

80,000

2,088,800

Series H, 6.50%

40,000

1,064,000

SLM Corp.:

4.07%

10,000

1,037,500

Series A, 6.97%

43,400

2,363,564

6,553,864

Diversified Financial Services - 0.5%

Bank of America Corp.:

Series D

20,000

526,400

Series E

40,000

1,005,600

CIT Group, Inc. Series B, 5.189%

15,000

1,504,950

Citigroup Capital XVI Series C, 6.45%

120,000

3,012,000

Deutsche Bank Capital Funding Trust VIII 6.375%

40,000

1,028,000

7,076,950

Insurance - 0.1%

MetLife, Inc. Series A, 4.39%

40,000

1,046,000

Real Estate Investment Trusts - 0.4%

Apartment Investment & Management Co. Series V, 8.00%

79,000

2,034,250

Duke Realty Corp. (depositary shares) Series K, 6.50%

95,800

2,402,664

Host Hotels & Resorts, Inc. Series E, 8.875%

20,000

551,400

Vornado Realty Trust Series E, 7.00%

40,000

1,040,000

6,028,314

Thrifts & Mortgage Finance - 2.2%

Countrywide Capital V 7.00%

80,000

2,020,000

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Fannie Mae:

5.10%

11,400

$ 477,375

7.00%

42,200

2,270,360

Series H, 5.81%

71,200

3,552,880

Series L, 5.125%

90,900

4,272,300

Series N, 5.50%

71,650

3,489,355

Freddie Mac:

5.90%

40,000

1,038,000

Series F, 5.00%

58,500

2,705,625

Series H, 5.10%

10,300

479,980

Series K, 5.79%

35,200

1,837,440

Series O, 5.81%

19,500

1,004,250

Series R, 5.70%

97,000

4,762,700

Series S, adj. rate

10,000

523,200

Series T 6.42%

10,000

545,000

Sovereign Bancorp, Inc. Series C, 7.30%

80,000

2,224,000

31,202,465

TOTAL FINANCIALS

84,818,974

MATERIALS - 0.1%

Chemicals - 0.1%

E.I. du Pont de Nemours & Co. Series B, 4.50%

9,900

856,350

Metals & Mining - 0.0%

Alcoa, Inc. 3.75%

6,400

472,960

TOTAL MATERIALS

1,329,310

UTILITIES - 2.7%

Electric Utilities - 2.4%

Alabama Power Co.:

5.20%

120,000

2,889,600

5.30%

88,600

2,210,570

Baltimore Gas & Electric Co. Series 1993, 6.70%

10,000

1,033,750

Duquesne Light Co. 6.50%

106,050

5,355,525

Entergy Louisiana LLC 6.95%

7,500

746,250

FPL Group Capital Trust I 5.875%

20,000

488,200

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

UTILITIES - continued

Electric Utilities - continued

Pacific Gas & Electric Co.:

Series A, 5.00%

16,900

$ 376,025

Series B, 5.50%

61,900

1,519,645

Series D 5.00%

69,200

1,532,780

PPL Electric Utilities Corp. 6.25%

80,000

2,116,000

Southern California Edison Co.:

4.78%

46,500

1,029,975

5.349%

40,000

4,050,000

6.125%

35,000

3,640,000

Series B, 4.08%

27,271

524,967

Series C:

4.24%

94,600

1,787,940

6.00%

20,000

2,000,000

Series D, 4.32%

70,000

1,393,000

32,694,227

Independent Power Producers & Energy Traders - 0.0%

Heco Capital Trust III 6.50%

12,000

302,760

Multi-Utilities - 0.3%

Consolidated Edison Co. of New York, Inc. Series A, 5.00%

28,705

2,596,367

San Diego Gas & Electric Co. 1.70%

67,548

1,758,362

4,354,729

TOTAL UTILITIES

37,351,716

TOTAL NONCONVERTIBLE PREFERRED STOCKS

127,887,444

TOTAL PREFERRED STOCKS

(Cost $169,816,748)

179,018,661

Money Market Funds - 6.5%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 5.35% (b)
(Cost $88,981,514)

88,981,514

$ 88,981,514

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $1,216,847,889)

1,387,407,083

NET OTHER ASSETS - (0.7)%

(9,077,038)

NET ASSETS - 100%

$ 1,378,330,045

Security Type Abbreviations

TIDES -

Term Income Deferred
Equity Securities

Legend

(a) Non-income producing

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

(c) 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) 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 $61,661,835 or 4.5% of net assets.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate 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

Fidelity Cash Central Fund

$ 3,249,017

Fidelity Securities Lending Cash Central Fund

51,351

Total

$ 3,300,368

Other Information

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

AAA,AA,A

1.9%

BBB

1.5%

BB

2.6%

B

2.7%

CCC,CC,C

1.6%

Not Rated

4.1%

Equities

79.8%

Short-Term Investments and Net Other Assets

5.8%

100.0%

We have used ratings from Moody's Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ratings. Percentages are adjusted for the effect of futures contracts, if applicable.

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

United States of America

89.2%

Bermuda

2.5%

Cayman Islands

2.1%

Singapore

1.1%

Others (individually less than 1%)

5.1%

100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

November 30, 2006

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $1,127,866,375)

$ 1,298,425,569

Fidelity Central Funds (cost $88,981,514)

88,981,514

Total Investments (cost $1,216,847,889)

$ 1,387,407,083

Cash

47

Receivable for investments sold

16,147,882

Receivable for fund shares sold

2,347,267

Dividends receivable

1,340,393

Interest receivable

1,594,639

Other receivables

23,825

Total assets

1,408,861,136

Liabilities

Payable for investments purchased

$ 27,918,850

Payable for fund shares redeemed

1,487,938

Accrued management fee

637,172

Distribution fees payable

143,036

Other affiliated payables

245,895

Other payables and accrued expenses

98,200

Total liabilities

30,531,091

Net Assets

$ 1,378,330,045

Net Assets consist of:

Paid in capital

$ 1,131,281,652

Undistributed net investment income

4,371,372

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

72,129,753

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

170,547,268

Net Assets

$ 1,378,330,045

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

November 30, 2006

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($70,083,256 ÷ 5,132,404 shares)

$ 13.66

Maximum offering price per share (100/94.25 of $13.66)

$ 14.49

Class T:
Net Asset Value
and redemption price per share
($119,834,346 ÷ 8,786,457 shares)

$ 13.64

Maximum offering price per share (100/96.50 of $13.64)

$ 14.13

Class B:
Net Asset Value
and offering price per share
($23,992,457 ÷ 1,763,110 shares)A

$ 13.61

Class C:
Net Asset Value
and offering price per share
($75,300,889 ÷ 5,532,242 shares)A

$ 13.61

Strategic Dividend and Income:
Net Asset Value
, offering price and redemption price per
share ($1,075,348,259 ÷ 78,520,803 shares)

$ 13.70

Institutional Class:
Net Asset Value
, offering price and redemption price per
share ($13,770,838 ÷ 1,006,276 shares)

$ 13.68

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

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

Annual Report

Statement of Operations

Year ended November 30, 2006

Investment Income

Dividends

$ 23,830,075

Interest

5,031,742

Income from Fidelity Central Funds

3,300,368

Total income

32,162,185

Expenses

Management fee

$ 6,835,128

Transfer agent fees

2,267,385

Distribution fees

1,438,280

Accounting and security lending fees

413,694

Custodian fees and expenses

64,831

Independent trustees' compensation

4,468

Registration fees

115,137

Audit

48,141

Legal

22,215

Interest

5,328

Miscellaneous

51,182

Total expenses before reductions

11,265,789

Expense reductions

(65,588)

11,200,201

Net investment income (loss)

20,961,984

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $2,605)

74,081,652

Foreign currency transactions

(23,442)

Total net realized gain (loss)

74,058,210

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $13,035)

71,875,386

Assets and liabilities in foreign currencies

1,109

Total change in net unrealized appreciation (depreciation)

71,876,495

Net gain (loss)

145,934,705

Net increase (decrease) in net assets resulting from operations

$ 166,896,689

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Year ended
November 30, 2006

Year ended
November 30, 2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 20,961,984

$ 14,989,949

Net realized gain (loss)

74,058,210

18,712,281

Change in net unrealized appreciation (depreciation)

71,876,495

59,561,296

Net increase (decrease) in net assets resulting
from operations

166,896,689

93,263,526

Distributions to shareholders from net investment income

(19,594,724)

(14,194,615)

Distributions to shareholders from net realized gain

(10,685,905)

-

Total distributions

(30,280,629)

(14,194,615)

Share transactions - net increase (decrease)

245,540,386

335,336,361

Total increase (decrease) in net assets

382,156,446

414,405,272

Net Assets

Beginning of period

996,173,599

581,768,327

End of period (including undistributed net investment income of $4,371,372 and undistributed net investment income of $3,125,667, respectively)

$ 1,378,330,045

$ 996,173,599

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

Annual Report

Financial Highlights - Class A

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.18

$ 11.09

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.19

.18

.16

Net realized and unrealized gain (loss)

1.61

1.10

1.04

Total from investment operations

1.80

1.28

1.20

Distributions from net investment income

(.19)

(.19)

(.11)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.32)

(.19)

(.11)

Net asset value, end of period

$ 13.66

$ 12.18

$ 11.09

Total Return B, C, D

15.01%

11.63%

12.01%

Ratios to Average Net Assets F, I

Expenses before reductions

1.14%

1.16%

1.20% A

Expenses net of fee waivers, if any

1.14%

1.16%

1.20% A

Expenses net of all reductions

1.14%

1.13%

1.17% A

Net investment income (loss)

1.52%

1.60%

1.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 70,083

$ 38,886

$ 21,985

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Class T

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.17

$ 11.08

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.17

.16

.13

Net realized and unrealized gain (loss)

1.59

1.09

1.04

Total from investment operations

1.76

1.25

1.17

Distributions from net investment income

(.16)

(.16)

(.09)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.29)

(.16)

(.09)

Net asset value, end of period

$ 13.64

$ 12.17

$ 11.08

Total Return B, C, D

14.70%

11.43%

11.75%

Ratios to Average Net Assets F, I

Expenses before reductions

1.35%

1.38%

1.45% A

Expenses net of fee waivers, if any

1.35%

1.38%

1.45% A

Expenses net of all reductions

1.35%

1.35%

1.42% A

Net investment income (loss)

1.31%

1.38%

1.43% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 119,834

$ 79,920

$ 36,526

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Class B

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.14

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.09

.09

.09

Net realized and unrealized gain (loss)

1.59

1.09

1.03

Total from investment operations

1.68

1.18

1.12

Distributions from net investment income

(.08)

(.10)

(.06)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.21)

(.10)

(.06)

Net asset value, end of period

$ 13.61

$ 12.14

$ 11.06

Total Return B, C, D

14.05%

10.73%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.96%

1.96%

1.99% A

Expenses net of fee waivers, if any

1.96%

1.95%

1.95% A

Expenses net of all reductions

1.96%

1.93%

1.92% A

Net investment income (loss)

.70%

.81%

.92% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 23,992

$ 19,744

$ 13,457

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Class C

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.15

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.10

.10

.09

Net realized and unrealized gain (loss)

1.58

1.09

1.03

Total from investment operations

1.68

1.19

1.12

Distributions from net investment income

(.09)

(.10)

(.06)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.22)

(.10)

(.06)

Net asset value, end of period

$ 13.61

$ 12.15

$ 11.06

Total Return B, C, D

14.05%

10.85%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.89%

1.90%

1.94% A

Expenses net of fee waivers, if any

1.89%

1.90%

1.94% A

Expenses net of all reductions

1.88%

1.87%

1.92% A

Net investment income (loss)

.78%

.86%

.93% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 75,301

$ 49,713

$ 28,795

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Strategic Dividend and Income

Years ended November 30,

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.22

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.24

.22

.19

Net realized and unrealized gain (loss)

1.60

1.11

1.04

Total from investment operations

1.84

1.33

1.23

Distributions from net investment income

(.23)

(.22)

(.12)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.36)

(.22)

(.12)

Net asset value, end of period

$ 13.70

$ 12.22

$ 11.11

Total Return B, C

15.33%

12.08%

12.32%

Ratios to Average Net Assets E, H

Expenses before reductions

.80%

.82%

.90% A

Expenses net of fee waivers, if any

.80%

.82%

.90% A

Expenses net of all reductions

.79%

.79%

.87% A

Net investment income (loss)

1.87%

1.94%

1.98% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,075,348

$ 798,113

$ 476,032

Portfolio turnover rate F

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.21

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.23

.22

.19

Net realized and unrealized gain (loss)

1.59

1.10

1.04

Total from investment operations

1.82

1.32

1.23

Distributions from net investment income

(.22)

(.22)

(.12)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.35)

(.22)

(.12)

Net asset value, end of period

$ 13.68

$ 12.21

$ 11.11

Total Return B, C

15.24%

11.98%

12.38%

Ratios to Average Net Assets E, H

Expenses before reductions

.82%

.83%

.88% A

Expenses net of fee waivers, if any

.82%

.83%

.88% A

Expenses net of all reductions

.82%

.81%

.85% A

Net investment income (loss)

1.84%

1.93%

2.00% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 13,771

$ 9,798

$ 4,973

Portfolio turnover rate F

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2006

1. Significant Accounting Policies.

Fidelity Strategic Dividend & Income 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 B, Class C, Strategic Dividend & Income, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

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

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund

Annual Report

1. Significant Accounting Policies - continued

Investment Transactions and Income - continued

estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. 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.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim 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 foreign currency transactions, passive foreign investment companies (PFIC), market discount and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 180,327,420

Unrealized depreciation

(12,101,011)

Net unrealized appreciation (depreciation)

168,226,409

Undistributed ordinary income

6,925,686

Undistributed long-term capital gain

63,595,262

Cost for federal income tax purposes

$ 1,219,180,674

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

November 30, 2006

November 30, 2005

Ordinary Income

$ 19,594,724

$ 14,194,615

Long-term Capital Gains

10,685,905

-

Total

$ 30,280,629

$ 14,194,615

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

2. Operating Policies.

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

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of

Annual Report

2. Operating Policies - continued

Restricted Securities - continued

these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,623,471,419 and $1,440,513,795, respectively.

4. 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 a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .56% of the Fund's average net assets.

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 131,994

$ 3,829

Class T

.25%

.25%

488,194

27,702

Class B

.75%

.25%

206,600

155,348

Class C

.75%

.25%

611,492

170,452

$ 1,438,280

$ 357,331

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) 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

$ 101,404

Class T

40,021

Class B*

35,066

Class C*

7,583

$ 184,074

* 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, except for Strategic Dividend & Income. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Strategic Dividend & Income shares. FIIOC and FSC receive 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 and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 141,182

.27

Class T

224,910

.23

Class B

70,224

.34

Class C

160,748

.26

Strategic Dividend and Income

1,647,958

.17

Institutional Class

22,363

.20

$ 2,267,385

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. FSC 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.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds 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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. 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 EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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.

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 $12,265 for the period.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $3,149 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $51,351.

7. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $11,495,000. The weighted average interest rate was 5.56%. At period end, there were no bank borrowings outstanding.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $60,975 for the period. In addition, through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Strategic Dividend and Income

$ 4,613

Annual Report

9. Other.

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

During the period, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the Fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. In addition, subsequent to period-end, FMR has reimbursed related legal expenses. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets.

Annual Report

Notes to Financial Statements - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,

2006

2005

From net investment income

Class A

$ 755,007

$ 475,907

Class T

1,207,524

830,178

Class B

136,347

141,821

Class C

455,492

339,138

Strategic Dividend and Income

16,844,509

12,270,157

Institutional Class

195,845

137,414

Total

$ 19,594,724

$ 14,194,615

From net realized gain

Class A

$ 422,135

$ -

Class T

869,186

-

Class B

212,465

-

Class C

535,091

-

Strategic Dividend and Income

8,542,657

-

Institutional Class

104,371

-

Total

$ 10,685,905

$ -

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Years ended November 30,

2006

2005

2006

2005

Class A

Shares sold

2,652,278

1,768,977

$ 33,771,371

$ 20,345,648

Reinvestment of distributions

74,313

30,595

927,356

349,961

Shares redeemed

(785,506)

(589,953)

(9,972,783)

(6,809,260)

Net increase (decrease)

1,941,085

1,209,619

$ 24,725,944

$ 13,886,349

Class T

Shares sold

3,093,279

3,882,259

$ 39,401,358

$ 44,416,238

Reinvestment of distributions

142,542

59,648

1,774,211

681,858

Shares redeemed

(1,016,565)

(669,970)

(12,945,160)

(7,729,006)

Net increase (decrease)

2,219,256

3,271,937

$ 28,230,409

$ 37,369,090

Class B

Shares sold

651,095

744,114

$ 8,286,669

$ 8,505,041

Reinvestment of distributions

22,168

9,782

273,978

111,311

Shares redeemed

(535,951)

(344,455)

(6,733,248)

(3,964,823)

Net increase (decrease)

137,312

409,441

$ 1,827,399

$ 4,651,529

Class C

Shares sold

2,077,679

2,014,501

$ 26,455,087

$ 23,123,712

Reinvestment of distributions

59,230

19,942

735,267

227,493

Shares redeemed

(696,643)

(545,060)

(8,845,742)

(6,287,937)

Net increase (decrease)

1,440,266

1,489,383

$ 18,344,612

$ 17,063,268

Strategic Dividend and Income

Shares sold

36,957,213

36,814,600

$ 472,572,702

$ 424,067,244

Reinvestment of distributions

1,804,449

944,881

22,539,587

10,819,574

Shares redeemed

(25,574,480)

(15,256,951)

(325,330,308)

(176,595,063)

Net increase (decrease)

13,187,182

22,502,530

$ 169,781,981

$ 258,291,755

Institutional Class

Shares sold

358,059

398,296

$ 4,585,437

$ 4,580,059

Reinvestment of distributions

10,004

5,438

124,626

62,299

Shares redeemed

(164,319)

(48,869)

(2,080,022)

(567,988)

Net increase (decrease)

203,744

354,865

$ 2,630,041

$ 4,074,370

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Strategic Dividend & Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Strategic Dividend & Income Fund (a fund of Fidelity Financial Trust) at November 30, 2006, 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 three years in the period then ended, 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 Strategic Dividend & Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 18, 2007

Annual Report

Trustees and Officers

The Trustees, Member 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, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

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

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1982

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

* 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 Occupation

Dennis J. Dirks (58)

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) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

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

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

James H. Keyes (66)

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Marie L. Knowles (60)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (73)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Financial Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Walter C. Donovan (44)

Year of Election or Appointment: 2005

Vice President of Strategic Dividend & Income. Mr. Donovan also serves as Vice President of Fidelity's High Income Funds (2005-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).

Robert A. Lawrence (54)

Year of Election or Appointment: 2006

Vice President of Strategic Dividend & Income. Mr. Lawrence also serves as Vice President of the High Income Funds. Mr. Lawrence is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present). Previously, Mr. Lawrence served as President of Fidelity Strategic Investments (2002-2005).

Christopher L. Sharpe (38)

Year of Election or Appointment: 2005

Vice President of Strategic Dividend & Income. Mr. Sharpe also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Sharpe worked as an associate investment policy officer for John Hancock Financial Services, Inc. in Boston. From 1990 to 2000 he was with William M. Mercer, Inc. in Boston. Mr. Sharpe also serves as Vice President of FMR (2006) and FMR Co., Inc. (2006).

Derek L. Young (42)

Year of Election or Appointment: 2005

Vice President of Strategic Dividend & Income. Mr. Young also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Young worked as director of Risk Management, senior vice president of Strategic Services and portfolio manager. Mr. Young also serves as Vice President of FMR and FMR Co., Inc (2004).

Eric D. Roiter (58)

Year of Election or Appointment: 2003

Secretary of Strategic Dividend & Income. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Strategic Dividend & Income. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Strategic Dividend & Income. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Strategic Dividend & Income. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Strategic Dividend & Income. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of 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), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Strategic Dividend & Income. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/ Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2007

President and Treasurer of Strategic Dividend & Income. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Strategic Dividend & Income. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Strategic Dividend & Income. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 2003

Assistant Treasurer of Strategic Dividend & Income. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Strategic Dividend & Income. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2003

Assistant Treasurer of Strategic Dividend & Income. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Strategic Dividend & Income. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (41)

Year of Election or Appointment: 2005

Assistant Treasurer of Strategic Dividend & Income. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

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

Pay Date

Record Date

Dividends

Capital Gains

Strategic Dividend & Income:

12/18/2006

12/15/2006

$0.065

$0.61

Strategic Dividend & Income:

01/08/2007

01/05/2007

$0.00

$0.05

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2006, $63,595,262, or, if subsequently determined to be different, the net capital gain of such year.

A total of .17% 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.

Strategic Dividend & Income designates 28%, 93%, 93%, and 93% of the dividends distributed in December 2005 and April, July and October 2006, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Strategic Dividend & Income designates 41%, 97%, 97% and 96% of the dividends distributed in December 2005, April, July and October 2006, 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 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on September 20, 2006. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

10,327,434,641.22

95.770

Withheld

456,199,004.95

4.230

TOTAL

10,783,633,646.17

100.000

Albert R. Gamper, Jr.

Affirmative

10,322,116,523.07

95.720

Withheld

461,517,123.10

4.280

TOTAL

10,783,633,646.17

100.000

Robert M. Gates

Affirmative

10,288,766,799.53

95.411

Withheld

494,866,846.64

4.589

TOTAL

10,783,633,646.17

100.000

George H. Heilmeier

Affirmative

10,298,619,061.42

95.502

Withheld

485,014,584.75

4.498

TOTAL

10,783,633,646.17

100.000

Edward C. Johnson 3d

Affirmative

10,257,561,582.55

95.122

Withheld

526,072,063.62

4.878

TOTAL

10,783,633,646.17

100.000

Stephen P. Jonas

Affirmative

10,317,222,628.79

95.675

Withheld

466,411,017.38

4.325

TOTAL

10,783,633,646.17

100.000

James H. KeyesB

Affirmative

10,318,195,711.25

95.684

Withheld

465,437,934.92

4.316

TOTAL

10,783,633,646.17

100.000

# of
Votes

% of
Votes

Marie L. Knowles

Affirmative

10,317,835,129.19

95.681

Withheld

465,798,516.98

4.319

TOTAL

10,783,633,646.17

100.000

Ned C. Lautenbach

Affirmative

10,317,039,890.90

95.673

Withheld

466,593,755.27

4.327

TOTAL

10,783,633,646.17

100.000

William O. McCoy

Affirmative

10,278,036,936.38

95.311

Withheld

505,596,709.79

4.689

TOTAL

10,783,633,646.17

100.000

Robert L. Reynolds

Affirmative

10,320,662,459.03

95.707

Withheld

462,971,187.14

4.293

TOTAL

10,783,633,646.17

100.000

Cornelia M. Small

Affirmative

10,329,731,930.45

95.791

Withheld

453,901,715.72

4.209

TOTAL

10,783,633,646.17

100.000

William S. Stavropoulos

Affirmative

10,298,039,656.66

95.497

Withheld

485,593,989.51

4.503

TOTAL

10,783,633,646.17

100.000

Kenneth L. Wolfe

Affirmative

10,310,583,687.33

95.613

Withheld

473,049,958.84

4.387

TOTAL

10,783,633,646.17

100.000

A Denotes trust-wide proposal and voting results.

B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Strategic Dividend & Income Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. 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 management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the 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 determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by the Board. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2005, the total returns of Class C and Fidelity Strategic Dividend & Income (retail class), the total return of a proprietary custom index ("benchmark"), and a range of 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 Class C and Fidelity Strategic Dividend & Income (retail class) represent the performance of classes with the highest and lowest 12b-1 fees, respectively (not necessarily with the highest and lowest total expenses). The box within the chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper 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 the chart correspond to the percentile box and represent the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom index is an index developed by FMR that represents the performance of the fund's four general investment categories according to their respective weightings in the fund's neutral mix.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Strategic Dividend & Income Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of Fidelity Strategic Dividend & Income (retail class) was in the first quartile for the period shown. The Board also stated that the relative investment performance of Fidelity Strategic Dividend & Income (retail class) compared favorably to its benchmark for the period shown. 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 stated that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent launch. The Board also reviewed the fund's relative investment performance against a peer group defined by Morningstar.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board noted with favor FMR's reorganization of its senior management team in 2005 and FMR's dedication of additional resources to investment research, and participated in the process that led to those changes.

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

Annual Report

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

The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 21% means that 79% 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Strategic Dividend & Income Fund

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 2005.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses 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 expenses of each of Class A, Class B, Class C, Institutional Class and Fidelity Strategic Dividend & Income (retail class) ranked below its competitive median for 2005, and the total expenses of Class T ranked above its competitive median for 2005. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

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

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

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

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

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®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

SDI-UANN-0107
1.802527.102

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

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor

Strategic Dividend & Income

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

Annual Report

November 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Class A, Class T, Class B,

and Class C are classes

of Fidelity® Strategic

Dividend & Income® Fund

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at 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 Corp. 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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) 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, 2006

Past 1
year

Life of
fund
A

Class A (incl. 5.75% sales charge)

8.40%

10.90%

Class T (incl. 3.50% sales charge)

10.68%

11.53%

Class B (incl. contingent deferred
sales charge) B

9.05%

11.43%

Class C (incl. contingent deferred
sales charge) C

13.05%

12.30%

A From December 23, 2003.

B Class B shares' contingent deferred sales charges included in the past one year and life of fund total return figures are 5% and 3%, respectively.

C Class C shares' contingent deferred sales charges included in the past one year and life of fund total return figures are 1% and 0%, respectively.

Annual Report

Fidelity Advisor Strategic Dividend & Income - Class A, T, B, and C
Performance - continued

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Strategic Dividend & Income Fund - Class T on December 23, 2003, when the fund started, and the current 3.50% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500SM Index (S&P 500®) performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Christopher Sharpe and Derek Young, Lead Co-Portfolio Managers of Fidelity Advisor Strategic Dividend & Income Fund

There were a number of reasons why the overall U.S. stock market could have had subpar results during the 12-month period that ended on November 30, 2006, including rising interest rates, inflation concerns, historically high energy prices, unrest in the Middle East, North Korea's nuclear test and a worse-than-expected housing slump. Despite these negative conditions, though, U.S. stocks fared well. In fact, several bellwether market benchmarks reached record highs, including the larger-cap Dow Jones Industrial AverageSM - a gauge of 30 mega-cap, blue-chip stocks - and the small-cap-oriented Russell 2000® Index. The strength in equities was sparked in large part by two major factors: the double-digit earnings growth achieved by U.S. corporations, and steady economic growth that was neither overheated nor recessionary, thanks primarily to the Federal Reserve Board's monetary policy. For the 12 months overall, the Dow rose 15.76%, the Russell 2000 checked in with a 17.43% advance, the Standard & Poor's 500SM Index gained 14.23% and the NASDAQ Composite® Index returned 9.78%.

During the fiscal year, the fund's Class A, Class T, Class B and Class C shares gained 15.01%, 14.70%, 14.05% and 14.05%, respectively (excluding sales charges), compared with 19.64% for the Fidelity Strategic Dividend & Income Composite Index. All four of the fund's subportfolios achieved strong absolute returns. Our asset allocation strategy of overweighting common stocks, underweighting real estate investment trusts (REITs) and preferred stocks, and neutrally weighting convertible securities was basically sound. The fund lagged its benchmark mostly due to unfavorable selection in common stocks, especially in energy and health care, and the subportfolio underperformed relative to its benchmark. Underweighting the robust REIT group also hurt a bit, despite relative outperformance driven by good security selection in the industrial, lodging/resorts and office segments. The preferred stock subportfolio outperformed, driven by strong selection in food/beverage/tobacco and energy, as well as by favoring high-yield issues and the more equity-like convertible preferreds. Underweighting preferred stocks overall also helped. Meanwhile, unfavorable picks in information technology and energy caused the convertible bond subportfolio to underperform slightly.

Note to shareholders: On October 1, 2006, the fund's common stock subportfolio changed its benchmark from the Russell 1000® Value Index to the Russell 3000® Value Index, which conforms more closely to the fund's investment strategy.

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, 2006 to November 30, 2006).

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.

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.

Annual Report

Investments - continued

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.

Beginning
Account Value
June 1, 2006

Ending
Account Value
November 30, 2006

Expenses Paid
During Period
*
June 1, 2006 to
November 30, 2006

Class A

Actual

$ 1,000.00

$ 1,096.00

$ 5.99

HypotheticalA

$ 1,000.00

$ 1,019.35

$ 5.77

Class T

Actual

$ 1,000.00

$ 1,095.00

$ 7.09

HypotheticalA

$ 1,000.00

$ 1,018.30

$ 6.83

Class B

Actual

$ 1,000.00

$ 1,091.10

$ 10.33

HypotheticalA

$ 1,000.00

$ 1,015.19

$ 9.95

Class C

Actual

$ 1,000.00

$ 1,091.50

$ 9.91

HypotheticalA

$ 1,000.00

$ 1,015.59

$ 9.55

Strategic Dividend and Income

Actual

$ 1,000.00

$ 1,098.40

$ 4.16

HypotheticalA

$ 1,000.00

$ 1,021.11

$ 4.00

Institutional Class

Actual

$ 1,000.00

$ 1,096.70

$ 4.31

HypotheticalA

$ 1,000.00

$ 1,020.96

$ 4.15

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

1.14%

Class T

1.35%

Class B

1.97%

Class C

1.89%

Strategic Dividend and Income

.79%

Institutional Class

.82%

Annual Report

Investment Changes

Top Ten Investments as of November 30, 2006

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Valero Energy Corp.

1.7

0.3

Equity Residential (SBI)

1.4

0.7

JPMorgan Chase & Co.

1.4

1.3

National Oilwell Varco, Inc.

1.2

0.7

General Growth Properties, Inc.

1.2

0.7

Noble Corp.

1.1

0.0

Smith International, Inc.

1.0

0.2

AT&T, Inc.

1.0

1.0

American International Group, Inc.

1.0

2.1

El Paso Corp. 4.99%

0.9

1.1

11.9

Top Five Market Sectors as of November 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

34.2

30.8

Information Technology

14.8

11.9

Energy

13.4

11.6

Consumer Discretionary

7.3

8.7

Industrials

6.6

10.8

Asset Allocation (% of fund's net assets)

As of November 30, 2006 *

As of May 31, 2006 **

Common Stocks 66.8%

Common Stocks 68.2%

Preferred Stocks 13.0%

Preferred Stocks 12.8%

Convertible Bonds 13.5%

Convertible Bonds 14.4%

Other Investments 0.9%

Other Investments 0.3%

Short-Term
Investments and
Net Other Assets 5.8%

Short-Term
Investments and
Net Other Assets 4.3%

* Foreign investments

10.8%

** Foreign investments

8.4%

Annual Report

Investments November 30, 2006

Showing Percentage of Net Assets

Corporate Bonds - 14.4%

Principal Amount

Value
(Note 1)

Convertible Bonds - 13.5%

CONSUMER DISCRETIONARY - 1.0%

Hotels, Restaurants & Leisure - 0.6%

Carnival Corp. 1.132% 4/29/33 (c)

$ 5,820,000

$ 4,237,426

Six Flags, Inc. 4.5% 5/15/15

3,300,000

3,522,750

7,760,176

Media - 0.4%

Charter Communications, Inc.:

5.875% 11/16/09 (d)

70,000

97,230

5.875% 11/16/09

4,013,000

5,574,057

5,671,287

TOTAL CONSUMER DISCRETIONARY

13,431,463

CONSUMER STAPLES - 0.0%

Food & Staples Retailing - 0.0%

Nash-Finch Co. 1.6314% 3/15/35 (c)

1,520,000

631,864

ENERGY - 2.4%

Energy Equipment & Services - 1.2%

Grey Wolf, Inc. 5.3216% 4/1/24 (e)

2,300,000

2,992,875

Halliburton Co. 3.125% 7/15/23

4,260,000

7,859,700

Hornbeck Offshore Services, Inc. 1.625% 11/15/26 (c)(d)

1,000,000

1,037,200

Maverick Tube Corp. 1.875% 11/15/25

3,000,000

4,804,920

16,694,695

Oil, Gas & Consumable Fuels - 1.2%

Chesapeake Energy Corp.:

2.75% 11/15/35 (d)

5,000,000

5,564,500

2.75% 11/15/35

6,600,000

7,345,140

McMoRan Exploration Co. 6% 7/2/08

3,000,000

3,813,900

16,723,540

TOTAL ENERGY

33,418,235

FINANCIALS - 0.5%

Consumer Finance - 0.4%

American Express Co.:

1.85% 12/1/33 (c)(d)

1,800,000

1,798,920

1.85% 12/1/33 (c)

3,850,000

3,847,690

5,646,610

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

FINANCIALS - continued

Real Estate Investment Trusts - 0.1%

Ventas, Inc. 3.875% 11/15/11 (d)

$ 1,000,000

$ 997,300

TOTAL FINANCIALS

6,643,910

HEALTH CARE - 1.0%

Biotechnology - 0.4%

Amgen, Inc. 0.375% 2/1/13 (d)

5,000,000

5,017,500

Life Sciences Tools & Services - 0.6%

Charles River Laboratories International, Inc. 2.25% 6/15/13 (d)

1,000,000

1,059,600

Fisher Scientific International, Inc.:

2.5% 10/1/23 (d)

995,000

1,910,002

2.5% 10/1/23

2,400,000

4,607,040

Nektar Therapeutics 3.25% 9/28/12

1,000,000

1,030,460

8,607,102

TOTAL HEALTH CARE

13,624,602

INDUSTRIALS - 2.1%

Aerospace & Defense - 0.1%

AAR Corp. 1.75% 2/1/26 (d)

1,000,000

1,099,180

Airlines - 0.4%

UAL Corp. 4.5% 6/30/21 (d)

2,000,000

2,695,200

US Airways Group, Inc. 7% 9/30/20 (d)

960,000

2,489,069

5,184,269

Commercial Services & Supplies - 0.1%

FTI Consulting, Inc. 3.75% 7/15/12 (d)

1,000,000

1,129,949

Construction & Engineering - 0.2%

Quanta Services, Inc. 3.75% 4/30/26 (d)

3,000,000

3,270,006

Electrical Equipment - 0.2%

GrafTech International Ltd. 1.625% 1/15/24

2,720,000

2,244,000

Industrial Conglomerates - 0.5%

Tyco International Group SA yankee 3.125% 1/15/23

5,310,000

7,467,984

Machinery - 0.1%

Greenbrier Companies, Inc. 2.375% 5/15/26 (d)

1,000,000

1,041,311

Trinity Industries, Inc. 3.875% 6/1/36

1,000,000

1,050,842

2,092,153

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

INDUSTRIALS - continued

Marine - 0.5%

OMI Corp. 2.875% 12/1/24

$ 6,300,000

$ 6,252,750

TOTAL INDUSTRIALS

28,740,291

INFORMATION TECHNOLOGY - 5.9%

Communications Equipment - 1.2%

Ciena Corp. 0.25% 5/1/13

1,560,000

1,355,172

Finisar Corp. 2.5% 10/15/10

6,920,000

8,978,700

JDS Uniphase Corp. 1% 5/15/26 (d)

5,000,000

4,528,500

Symmetricom, Inc. 3.25% 6/15/25

2,000,000

2,012,600

16,874,972

Computers & Peripherals - 0.3%

Maxtor Corp. 2.375% 8/15/12

1,200,000

1,909,008

SanDisk Corp. 1% 5/15/13

2,000,000

1,777,800

3,686,808

Electronic Equipment & Instruments - 1.7%

Coherent, Inc. 2.75% 3/1/11 (d)

1,110,000

1,200,021

Flextronics International Ltd. 1% 8/1/10

13,420,000

12,974,456

Itron, Inc. 2.5% 8/1/26

3,000,000

3,115,200

Merix Corp. 4% 5/15/13 (d)

1,000,000

928,750

Solectron Corp. 0.5% 2/15/34

1,000,000

813,750

Vishay Intertechnology, Inc. 3.625% 8/1/23

4,600,000

4,582,888

23,615,065

Internet Software & Services - 0.4%

aQuantive, Inc. 2.25% 8/15/24

2,800,000

5,461,680

IT Services - 0.5%

DST Systems, Inc.:

Series A, 4.125% 8/15/23 (d)

1,240,000

1,718,190

4.125% 8/15/23

3,470,000

4,808,160

6,526,350

Semiconductors & Semiconductor Equipment - 1.7%

Amkor Technology, Inc. 2.5% 5/15/11

2,000,000

1,977,200

Conexant Systems, Inc. 4% 3/1/26

3,000,000

2,737,500

Credence Systems Corp. 1.5% 5/15/08

2,000,000

1,825,000

EMCORE Corp. 5% 5/15/11

1,000,000

1,052,500

Intel Corp. 2.95% 12/15/35

6,000,000

5,543,460

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

ON Semiconductor Corp.:

0% 4/15/24

$ 6,500,000

$ 5,882,500

1.875% 12/15/25 (d)

1,250,000

1,417,188

Photronics, Inc. 2.25% 4/15/08

3,000,000

3,385,860

23,821,208

Software - 0.1%

Symantec Corp. 1% 6/15/13 (d)

1,000,000

1,225,000

TOTAL INFORMATION TECHNOLOGY

81,211,083

TELECOMMUNICATION SERVICES - 0.6%

Diversified Telecommunication Services - 0.6%

Broadwing Corp. 3.125% 5/15/26 (d)

3,000,000

3,307,500

Level 3 Communications, Inc. 3.5% 6/15/12

2,000,000

2,392,260

Time Warner Telecom, Inc. 2.375% 4/1/26

2,000,000

2,378,800

8,078,560

TOTAL CONVERTIBLE BONDS

185,780,008

Nonconvertible Bonds - 0.9%

CONSUMER DISCRETIONARY - 0.2%

Media - 0.2%

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. 10.25% 9/15/10

3,176,000

3,310,980

FINANCIALS - 0.7%

Commercial Banks - 0.4%

PNC Preferred Funding Trust I 6.517% 12/31/49 (c)(d)

3,000,000

3,031,800

SunTrust Preferred Capital I 5.853% 12/15/49 (e)

1,000,000

1,015,420

Wells Fargo Capital X 5.95% 12/15/36

1,000,000

1,005,446

5,052,666

Diversified Financial Services - 0.2%

Wachovia Capital Trust III 5.8% (e)

2,000,000

2,026,884

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.1%

Washington Mutual Preferred Funding Trust I 6.534% (d)(e)

$ 2,000,000

$ 1,984,320

TOTAL FINANCIALS

9,063,870

TOTAL NONCONVERTIBLE BONDS

12,374,850

TOTAL CORPORATE BONDS

(Cost $185,691,579)

198,154,858

Common Stocks - 66.8%

Shares

CONSUMER DISCRETIONARY - 5.7%

Automobiles - 0.2%

Renault SA

20,900

2,504,658

Diversified Consumer Services - 0.3%

Coinmach Service Corp. unit

156,800

2,765,952

Service Corp. International

155,800

1,537,746

4,303,698

Hotels, Restaurants & Leisure - 2.0%

Accor SA

23,500

1,708,417

Applebee's International, Inc.

19,600

445,900

Aristocrat Leisure Ltd.

197,300

2,418,954

Boyd Gaming Corp.

40,700

1,723,645

Centerplate, Inc. unit

318,800

5,531,180

Domino's Pizza, Inc.

99,100

2,721,286

Greek Organization of Football Prognostics SA

11,300

424,962

McDonald's Corp.

101,749

4,270,406

Minor International PCL (For. Reg.)

1,212,900

391,967

Starwood Hotels & Resorts Worldwide, Inc.

79,300

5,088,681

WMS Industries, Inc. (a)

63,400

2,205,052

26,930,450

Household Durables - 0.6%

Bassett Furniture Industries, Inc.

51,605

913,409

Cyrela Brazil Realty SA

35,000

669,446

La-Z-Boy, Inc.

95,477

1,124,719

The Stanley Works

38,010

1,939,270

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Urbi, Desarrollos Urbanos, SA de CV (a)

144,300

$ 454,053

Whirlpool Corp.

42,000

3,582,600

8,683,497

Leisure Equipment & Products - 0.2%

Eastman Kodak Co.

120,400

3,132,808

Media - 0.8%

Charter Communications, Inc. Class A (a)

977,700

2,884,215

Gannett Co., Inc.

4,000

238,080

Grupo Televisa SA de CV (CPO) sponsored ADR

21,500

565,020

Idearc, Inc. (a)

8,300

228,582

News Corp. Class A

86,700

1,786,020

R.H. Donnelley Corp.

55,100

3,416,200

Viacom, Inc. Class B (non-vtg.) (a)

39,965

1,499,087

10,617,204

Multiline Retail - 0.7%

Federated Department Stores, Inc.

74,800

3,148,332

JCPenney Co., Inc.

38,800

3,000,792

Lojas Renner SA

21,000

276,443

Sears Holdings Corp. (a)

17,200

2,948,424

Tuesday Morning Corp.

25,400

447,040

9,821,031

Specialty Retail - 0.3%

AutoZone, Inc. (a)

3,400

386,274

OfficeMax, Inc.

92,400

4,349,268

4,735,542

Textiles, Apparel & Luxury Goods - 0.6%

Brown Shoe Co., Inc.

48,800

2,315,072

Liz Claiborne, Inc.

91,800

3,924,450

Polo Ralph Lauren Corp. Class A

7,400

578,680

VF Corp.

21,000

1,646,190

8,464,392

TOTAL CONSUMER DISCRETIONARY

79,193,280

CONSUMER STAPLES - 2.6%

Beverages - 0.2%

Fomento Economico Mexicano SA de CV sponsored ADR

3,300

347,325

Pernod Ricard SA

7,800

1,726,969

2,074,294

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER STAPLES - continued

Food & Staples Retailing - 0.6%

Rite Aid Corp.

380,300

$ 1,806,425

Safeway, Inc.

173,400

5,342,454

Wal-Mart de Mexico SA de CV Series V

189,700

708,968

7,857,847

Food Products - 0.6%

B&G Foods, Inc. unit

156,900

3,075,240

Chiquita Brands International, Inc.

139,500

1,994,850

Del Monte Foods Co.

61,500

694,335

Tyson Foods, Inc. Class A

170,500

2,709,245

8,473,670

Personal Products - 0.5%

Avon Products, Inc.

165,600

5,405,184

Playtex Products, Inc. (a)

144,000

2,139,840

7,545,024

Tobacco - 0.7%

Altria Group, Inc.

112,600

9,482,046

TOTAL CONSUMER STAPLES

35,432,881

ENERGY - 9.5%

Energy Equipment & Services - 4.9%

Grant Prideco, Inc. (a)

80,300

3,518,746

Halliburton Co.

320,700

10,820,418

National Oilwell Varco, Inc. (a)

252,489

16,793,043

Noble Corp.

191,763

14,813,692

Pride International, Inc. (a)

110,700

3,574,503

Rowan Companies, Inc.

100,100

3,605,602

Smith International, Inc.

341,300

14,457,468

67,583,472

Oil, Gas & Consumable Fuels - 4.6%

Alpha Natural Resources, Inc. (a)

77,158

1,215,239

Aurora Oil & Gas Corp. (a)

480,572

1,638,751

Cabot Oil & Gas Corp.

63,200

3,926,616

CONSOL Energy, Inc.

99,300

3,645,303

Foundation Coal Holdings, Inc.

97,000

3,599,670

Peabody Energy Corp.

109,900

5,056,499

Plains Exploration & Production Co. (a)

41,200

1,939,696

Quicksilver Resources, Inc. (a)

88,700

3,752,897

Range Resources Corp.

29,100

904,719

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Teekay Shipping Corp.

142,050

$ 5,949,054

Ultra Petroleum Corp. (a)

137,200

7,395,080

Valero Energy Corp.

435,961

24,008,366

63,031,890

TOTAL ENERGY

130,615,362

FINANCIALS - 26.8%

Capital Markets - 1.8%

Ameriprise Financial, Inc.

8,400

454,440

Bank of New York Co., Inc.

48,200

1,713,028

Franklin Resources, Inc.

17,900

1,910,646

KKR Private Equity Investors, LP

64,700

1,436,340

Merrill Lynch & Co., Inc.

68,200

5,962,726

Merrill Lynch & Co., Inc. (depositary shares) Series 1, unit

277,700

7,147,998

Morgan Stanley

81,000

6,168,960

State Street Corp.

9,400

584,022

25,378,160

Commercial Banks - 1.1%

Cathay General Bancorp

21,219

729,085

East West Bancorp, Inc.

52,000

1,851,720

UCBH Holdings, Inc.

117,400

1,979,364

Wachovia Corp.

102,709

5,565,801

Wells Fargo & Co.

159,700

5,627,828

15,753,798

Consumer Finance - 0.1%

Capital One Financial Corp.

21,900

1,705,572

Diversified Financial Services - 2.3%

Bank of America Corp.

224,214

12,073,924

JPMorgan Chase & Co.

410,704

19,007,381

31,081,305

Insurance - 5.4%

ACE Ltd.

94,800

5,388,432

AFLAC, Inc.

77,600

3,425,264

Allied World Assurance Co. Holdings Ltd.

18,800

798,060

American International Group, Inc.

194,400

13,670,208

Aspen Insurance Holdings Ltd.

270,300

7,284,585

Axis Capital Holdings Ltd.

216,656

7,416,135

Endurance Specialty Holdings Ltd.

188,171

7,062,058

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - continued

Everest Re Group Ltd.

38,700

$ 3,808,467

Hartford Financial Services Group, Inc.

35,900

3,078,784

Marsh & McLennan Companies, Inc.

31,500

989,730

MetLife, Inc.

52,500

3,083,325

Platinum Underwriters Holdings Ltd.

220,400

6,706,772

Scottish Re Group Ltd.

97,111

577,810

The St. Paul Travelers Companies, Inc.

116,800

6,051,408

W.R. Berkley Corp.

124,050

4,355,396

73,696,434

Real Estate Investment Trusts - 15.3%

Alexandria Real Estate Equities, Inc.

53,500

5,514,780

AMB Property Corp. (SBI)

8,000

490,160

American Financial Realty Trust (SBI)

140,800

1,655,808

Apartment Investment & Management Co. Class A

20,000

1,152,800

AvalonBay Communities, Inc.

40,460

5,384,417

BioMed Realty Trust, Inc.

22,900

691,580

Boston Properties, Inc.

60,014

7,024,639

CBL & Associates Properties, Inc.

121,540

5,238,374

CBRE Realty Finance, Inc.

28,800

465,120

Columbia Equity Trust, Inc.

67,900

1,279,915

Corporate Office Properties Trust (SBI)

177,900

8,843,409

Developers Diversified Realty Corp.

89,500

5,797,810

Douglas Emmett, Inc. (a)

97,700

2,569,510

Duke Realty Corp.

290,488

12,642,038

Education Realty Trust, Inc.

6,800

106,964

Equity Lifestyle Properties, Inc.

33,260

1,728,522

Equity Office Properties Trust

243,310

11,727,542

Equity One, Inc.

88,900

2,425,192

Equity Residential (SBI)

357,380

19,034,059

Federal Realty Investment Trust (SBI)

44,500

3,790,510

General Growth Properties, Inc.

293,125

16,104,288

GMH Communities Trust

107,200

1,330,352

Health Care Property Investors, Inc.

26,100

946,647

Health Care REIT, Inc.

17,300

725,389

Home Properties of New York, Inc.

13,600

840,616

HomeBanc Mortgage Corp., Georgia

191,600

806,636

Host Hotels & Resorts, Inc.

363,445

9,166,083

Inland Real Estate Corp.

140,600

2,727,640

Innkeepers USA Trust (SBI)

44,100

705,600

Kilroy Realty Corp.

16,300

1,333,340

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Real Estate Investment Trusts - continued

Kimco Realty Corp.

230,638

$ 10,696,990

Longview Fibre Co.

44,000

916,080

Mission West Properties, Inc.

81,500

1,018,750

Newcastle Investment Corp.

12,100

362,395

Potlatch Corp.

10,230

426,489

ProLogis Trust

141,165

9,199,723

Public Storage, Inc.

98,936

9,525,558

Rayonier, Inc.

34,320

1,431,144

Reckson Associates Realty Corp.

7,800

377,364

Simon Property Group, Inc.

81,110

8,271,598

SL Green Realty Corp.

41,200

5,571,888

Sovran Self Storage, Inc.

47,900

2,802,150

Tanger Factory Outlet Centers, Inc.

84,800

3,342,816

Taubman Centers, Inc.

29,500

1,459,070

United Dominion Realty Trust, Inc. (SBI)

275,040

9,235,843

Ventas, Inc.

64,550

2,514,223

Vornado Realty Trust

77,650

9,792,442

Washington (REIT) (SBI)

27,000

1,157,490

Weingarten Realty Investors (SBI)

4,100

195,652

210,547,405

Real Estate Management & Development - 0.2%

Brookfield Properties Corp.

8,000

321,200

GAGFAH SA

9,700

303,136

Mitsubishi Estate Co. Ltd.

112,000

2,766,387

3,390,723

Thrifts & Mortgage Finance - 0.6%

Countrywide Financial Corp.

48,200

1,914,504

Fannie Mae

64,000

3,649,920

Hudson City Bancorp, Inc.

204,100

2,708,407

8,272,831

TOTAL FINANCIALS

369,826,228

HEALTH CARE - 3.1%

Biotechnology - 0.1%

Alkermes, Inc. (a)

12,000

182,160

Amgen, Inc. (a)

24,100

1,711,100

1,893,260

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Equipment & Supplies - 0.9%

Baxter International, Inc.

107,400

$ 4,805,076

Becton, Dickinson & Co.

47,700

3,421,044

C.R. Bard, Inc.

46,700

3,842,943

12,069,063

Health Care Providers & Services - 0.7%

Acibadem Saglik Hizmetleri AS

57,000

627,343

Brookdale Senior Living, Inc.

105,000

4,793,250

Bumrungrad Hospital PCL (For. Reg.)

346,100

351,933

Capital Senior Living Corp. (a)

17,000

174,420

DaVita, Inc. (a)

56,400

3,001,044

8,947,990

Life Sciences Tools & Services - 0.1%

Thermo Fisher Scientific, Inc. (a)

31,300

1,371,879

Pharmaceuticals - 1.3%

Merck & Co., Inc.

71,500

3,182,465

Novartis AG sponsored ADR

50,800

2,967,228

Pfizer, Inc.

380,400

10,457,196

Teva Pharmaceutical Industries Ltd. sponsored ADR

51,800

1,660,708

18,267,597

TOTAL HEALTH CARE

42,549,789

INDUSTRIALS - 4.3%

Aerospace & Defense - 0.8%

General Dynamics Corp.

46,800

3,502,512

Honeywell International, Inc.

135,400

5,819,492

Precision Castparts Corp.

25,100

1,894,046

11,216,050

Air Freight & Logistics - 0.2%

United Parcel Service, Inc. Class B

42,100

3,280,432

Building Products - 0.2%

Masco Corp.

73,000

2,094,370

Commercial Services & Supplies - 0.4%

Allied Waste Industries, Inc.

129,700

1,644,596

The Brink's Co.

29,300

1,644,902

The Geo Group, Inc. (a)

21,250

798,150

Waste Management, Inc.

48,400

1,771,924

5,859,572

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Construction & Engineering - 0.8%

Fluor Corp.

84,035

$ 7,317,768

Shaw Group, Inc. (a)

113,100

3,380,559

10,698,327

Electrical Equipment - 0.1%

Cooper Industries Ltd. Class A

14,200

1,298,448

Industrial Conglomerates - 0.2%

Tyco International Ltd.

65,100

1,971,879

Machinery - 0.5%

Deere & Co.

41,300

3,964,800

Flowserve Corp. (a)

21,206

1,141,731

Oshkosh Truck Co.

42,300

2,030,823

7,137,354

Road & Rail - 1.1%

AMERCO (a)

21,774

1,891,072

Burlington Northern Santa Fe Corp.

36,700

2,758,372

Con-way, Inc.

67,400

3,108,488

CSX Corp.

82,700

2,965,622

Laidlaw International, Inc.

110,500

3,210,025

Landstar System, Inc.

39,600

1,783,584

15,717,163

TOTAL INDUSTRIALS

59,273,595

INFORMATION TECHNOLOGY - 8.9%

Communications Equipment - 0.1%

Comverse Technology, Inc. (a)

88,200

1,721,664

Computers & Peripherals - 2.2%

Dell, Inc. (a)

124,000

3,377,760

Hewlett-Packard Co.

78,200

3,085,772

Imation Corp.

62,682

2,902,803

International Business Machines Corp.

66,300

6,094,296

Komag, Inc. (a)

83,200

3,284,736

NCR Corp. (a)

147,900

6,346,389

Seagate Technology (a)

211,000

5,435,360

30,527,116

Electronic Equipment & Instruments - 2.0%

Agilent Technologies, Inc. (a)

80,400

2,559,936

Amphenol Corp. Class A

117,500

8,005,275

Arrow Electronics, Inc. (a)

119,500

3,795,320

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Flextronics International Ltd. (a)

211,000

$ 2,373,750

FLIR Systems, Inc. (a)

59,100

1,903,611

Ingram Micro, Inc. Class A (a)

83,100

1,693,578

Molex, Inc.

91,500

2,928,000

Solectron Corp. (a)

382,700

1,274,391

Vishay Intertechnology, Inc. (a)

166,900

2,186,390

26,720,251

Internet Software & Services - 0.1%

VeriSign, Inc. (a)

55,100

1,438,661

IT Services - 0.4%

Infosys Technologies Ltd. sponsored ADR

12,500

669,125

Mastercard, Inc. Class A

25,400

2,584,450

Satyam Computer Services Ltd. sponsored ADR

86,200

2,012,770

5,266,345

Office Electronics - 0.2%

Xerox Corp.

180,700

2,981,550

Semiconductors & Semiconductor Equipment - 2.4%

Analog Devices, Inc.

40,800

1,326,816

Applied Materials, Inc.

168,600

3,031,428

ASML Holding NV (NY Shares) (a)

129,600

3,227,040

Atmel Corp. (a)

433,400

2,193,004

Axcelis Technologies, Inc. (a)

242,800

1,551,492

Broadcom Corp. Class A (a)

27,500

902,825

Brooks Automation, Inc. (a)

106,500

1,487,805

Cypress Semiconductor Corp. (a)

9,500

165,205

DSP Group, Inc. (a)

8,996

194,224

Fairchild Semiconductor International, Inc. (a)

116,000

1,893,120

Hittite Microwave Corp. (a)

33,600

1,312,752

Intel Corp.

145,400

3,104,290

Intersil Corp. Class A

79,800

1,976,646

Linear Technology Corp.

39,000

1,253,460

Maxim Integrated Products, Inc.

97,000

3,053,560

National Semiconductor Corp.

127,300

3,079,387

ON Semiconductor Corp. (a)

439,100

2,827,804

PMC-Sierra, Inc. (a)

49,800

378,978

Verigy Ltd.

10,639

189,800

33,149,636

Software - 1.5%

BEA Systems, Inc. (a)

115,622

1,592,115

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Compuware Corp. (a)

34,500

$ 289,455

Hyperion Solutions Corp. (a)

44,000

1,617,440

Microsoft Corp.

301,600

8,845,928

Nintendo Co. Ltd.

8,900

2,121,427

Quest Software, Inc. (a)

121,600

1,740,096

Symantec Corp. (a)

133,300

2,825,960

Ubisoft Entertainment SA (a)

29,052

1,827,356

20,859,777

TOTAL INFORMATION TECHNOLOGY

122,665,000

MATERIALS - 1.4%

Chemicals - 0.7%

Agrium, Inc.

66,400

2,038,426

Ashland, Inc.

43,300

2,927,513

Celanese Corp. Class A

43,300

952,600

Cytec Industries, Inc.

9,300

495,969

Monsanto Co.

63,600

3,057,252

9,471,760

Metals & Mining - 0.7%

Alcoa, Inc.

96,900

3,020,373

Titanium Metals Corp.

237,300

7,586,481

10,606,854

TOTAL MATERIALS

20,078,614

TELECOMMUNICATION SERVICES - 2.7%

Diversified Telecommunication Services - 2.0%

AT&T, Inc.

415,600

14,092,996

BellSouth Corp.

113,700

5,069,883

CenturyTel, Inc.

48,689

2,071,717

Citizens Communications Co.

16,900

239,473

Verizon Communications, Inc.

154,500

5,398,230

26,872,299

Wireless Telecommunication Services - 0.7%

America Movil SA de CV Series L sponsored ADR

20,800

924,976

American Tower Corp. Class A (a)

76,200

2,885,694

Bharti Airtel Ltd. (a)

26,731

390,926

Crown Castle International Corp. (a)

70,200

2,419,092

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

MTN Group Ltd.

50,200

$ 512,931

SBA Communications Corp. Class A (a)

104,500

2,964,665

10,098,284

TOTAL TELECOMMUNICATION SERVICES

36,970,583

UTILITIES - 1.8%

Electric Utilities - 0.7%

Edison International

57,500

2,643,850

Exelon Corp.

48,500

2,945,405

FPL Group, Inc.

30,200

1,609,660

PPL Corp.

81,100

2,947,985

10,146,900

Independent Power Producers & Energy Traders - 0.7%

AES Corp. (a)

388,100

9,069,897

Multi-Utilities - 0.4%

CMS Energy Corp. (a)

193,300

3,133,393

Duke Energy Corp.

72,400

2,296,528

5,429,921

TOTAL UTILITIES

24,646,718

TOTAL COMMON STOCKS

(Cost $772,358,048)

921,252,050

Preferred Stocks - 13.0%

Convertible Preferred Stocks - 3.7%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.3%

General Motors Corp.:

Series A, 4.50%

41,400

1,035,000

Series C, 6.25%

98,500

2,217,235

3,252,235

Media - 0.0%

Emmis Communications Corp. Series A, 6.25%

10,100

401,071

TOTAL CONSUMER DISCRETIONARY

3,653,306

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

ENERGY - 1.3%

Oil, Gas & Consumable Fuels - 1.3%

Chesapeake Energy Corp.:

4.50%

20,500

$ 2,085,875

6.25%

8,000

2,246,720

El Paso Corp. 4.99%

10,000

12,988,987

17,321,582

FINANCIALS - 0.2%

Diversified Financial Services - 0.1%

Carriage Services Capital Trust 7.00% TIDES

45,000

1,845,000

Real Estate Investment Trusts - 0.1%

HRPT Properties Trust 6.50% (a)

40,000

1,045,920

TOTAL FINANCIALS

2,890,920

INDUSTRIALS - 0.2%

Road & Rail - 0.2%

Kansas City Southern:

4.25%

1,370

1,239,182

5.125%

1,000

1,176,950

2,416,132

MATERIALS - 0.8%

Chemicals - 0.6%

Celanese Corp. 4.25%

252,600

7,997,316

Containers & Packaging - 0.1%

Owens-Illinois, Inc. 4.75%

63,510

2,337,168

Metals & Mining - 0.1%

Freeport-McMoRan Copper & Gold, Inc. 5.50%

1,050

1,466,594

TOTAL MATERIALS

11,801,078

UTILITIES - 0.9%

Electric Utilities - 0.5%

AES Trust VII 6.00%

140,500

6,884,500

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

UTILITIES - continued

Independent Power Producers & Energy Traders - 0.4%

NRG Energy, Inc.:

4.00% (d)

3,900

$ 5,890,599

Series A, 5.75%

1,000

273,100

6,163,699

TOTAL UTILITIES

13,048,199

TOTAL CONVERTIBLE PREFERRED STOCKS

51,131,217

Nonconvertible Preferred Stocks - 9.3%

CONSUMER DISCRETIONARY - 0.1%

Household Durables - 0.1%

Hovnanian Enterprises, Inc. Series A, 7.625%

40,000

979,600

CONSUMER STAPLES - 0.1%

Food Products - 0.1%

H.J. Heinz Finance Co. 6.226%

10

1,024,500

ENERGY - 0.2%

Oil, Gas & Consumable Fuels - 0.2%

Apache Corp. (depositary shares) Series B, 5.68%

9,875

982,563

Devon Energy Corp. 6.49%

13,750

1,400,781

2,383,344

FINANCIALS - 6.1%

Capital Markets - 1.4%

Bear Stearns Companies, Inc.:

Series E, 6.155%

15,000

759,750

Series G, 5.49%

15,000

723,900

Goldman Sachs Group, Inc.:

Series A, 3.9106%

120,000

3,156,000

Series C, 4.9931%

40,000

1,042,400

Series D

160,000

4,192,000

Lehman Brothers Holdings, Inc. (depositary shares) Series F, 6.50%

169,015

4,360,587

Merrill Lynch & Co., Inc. Series H, 3.97%

120,000

3,060,000

Morgan Stanley Capital Trust IV 6.60%

80,000

2,056,000

19,350,637

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Commercial Banks - 1.0%

ABN AMRO Capital Funding Trust V 5.90%

20,000

$ 493,200

ABN Amro Capital Funding Trust VII 6.08%

40,400

1,018,484

Barclays Bank PLC Series 2, 6.625%

40,000

1,046,000

First Tennessee Bank NA, Memphis 3.90% (d)

5,000

5,175,000

Keycorp Capital IX 6.75%

40,000

1,010,000

Santander Finance Preferred SA Unipersonal:

6.41%

69,400

1,728,060

6.80% (d)

80,000

2,048,000

U.S. Bancorp, Delaware Series B, 0.00%

40,000

1,042,000

13,560,744

Consumer Finance - 0.5%

HSBC USA, Inc.:

Series G, 4.9175%

80,000

2,088,800

Series H, 6.50%

40,000

1,064,000

SLM Corp.:

4.07%

10,000

1,037,500

Series A, 6.97%

43,400

2,363,564

6,553,864

Diversified Financial Services - 0.5%

Bank of America Corp.:

Series D

20,000

526,400

Series E

40,000

1,005,600

CIT Group, Inc. Series B, 5.189%

15,000

1,504,950

Citigroup Capital XVI Series C, 6.45%

120,000

3,012,000

Deutsche Bank Capital Funding Trust VIII 6.375%

40,000

1,028,000

7,076,950

Insurance - 0.1%

MetLife, Inc. Series A, 4.39%

40,000

1,046,000

Real Estate Investment Trusts - 0.4%

Apartment Investment & Management Co. Series V, 8.00%

79,000

2,034,250

Duke Realty Corp. (depositary shares) Series K, 6.50%

95,800

2,402,664

Host Hotels & Resorts, Inc. Series E, 8.875%

20,000

551,400

Vornado Realty Trust Series E, 7.00%

40,000

1,040,000

6,028,314

Thrifts & Mortgage Finance - 2.2%

Countrywide Capital V 7.00%

80,000

2,020,000

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Fannie Mae:

5.10%

11,400

$ 477,375

7.00%

42,200

2,270,360

Series H, 5.81%

71,200

3,552,880

Series L, 5.125%

90,900

4,272,300

Series N, 5.50%

71,650

3,489,355

Freddie Mac:

5.90%

40,000

1,038,000

Series F, 5.00%

58,500

2,705,625

Series H, 5.10%

10,300

479,980

Series K, 5.79%

35,200

1,837,440

Series O, 5.81%

19,500

1,004,250

Series R, 5.70%

97,000

4,762,700

Series S, adj. rate

10,000

523,200

Series T 6.42%

10,000

545,000

Sovereign Bancorp, Inc. Series C, 7.30%

80,000

2,224,000

31,202,465

TOTAL FINANCIALS

84,818,974

MATERIALS - 0.1%

Chemicals - 0.1%

E.I. du Pont de Nemours & Co. Series B, 4.50%

9,900

856,350

Metals & Mining - 0.0%

Alcoa, Inc. 3.75%

6,400

472,960

TOTAL MATERIALS

1,329,310

UTILITIES - 2.7%

Electric Utilities - 2.4%

Alabama Power Co.:

5.20%

120,000

2,889,600

5.30%

88,600

2,210,570

Baltimore Gas & Electric Co. Series 1993, 6.70%

10,000

1,033,750

Duquesne Light Co. 6.50%

106,050

5,355,525

Entergy Louisiana LLC 6.95%

7,500

746,250

FPL Group Capital Trust I 5.875%

20,000

488,200

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

UTILITIES - continued

Electric Utilities - continued

Pacific Gas & Electric Co.:

Series A, 5.00%

16,900

$ 376,025

Series B, 5.50%

61,900

1,519,645

Series D 5.00%

69,200

1,532,780

PPL Electric Utilities Corp. 6.25%

80,000

2,116,000

Southern California Edison Co.:

4.78%

46,500

1,029,975

5.349%

40,000

4,050,000

6.125%

35,000

3,640,000

Series B, 4.08%

27,271

524,967

Series C:

4.24%

94,600

1,787,940

6.00%

20,000

2,000,000

Series D, 4.32%

70,000

1,393,000

32,694,227

Independent Power Producers & Energy Traders - 0.0%

Heco Capital Trust III 6.50%

12,000

302,760

Multi-Utilities - 0.3%

Consolidated Edison Co. of New York, Inc. Series A, 5.00%

28,705

2,596,367

San Diego Gas & Electric Co. 1.70%

67,548

1,758,362

4,354,729

TOTAL UTILITIES

37,351,716

TOTAL NONCONVERTIBLE PREFERRED STOCKS

127,887,444

TOTAL PREFERRED STOCKS

(Cost $169,816,748)

179,018,661

Money Market Funds - 6.5%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 5.35% (b)
(Cost $88,981,514)

88,981,514

$ 88,981,514

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $1,216,847,889)

1,387,407,083

NET OTHER ASSETS - (0.7)%

(9,077,038)

NET ASSETS - 100%

$ 1,378,330,045

Security Type Abbreviations

TIDES -

Term Income Deferred
Equity Securities

Legend

(a) Non-income producing

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

(c) 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) 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 $61,661,835 or 4.5% of net assets.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate 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

Fidelity Cash Central Fund

$ 3,249,017

Fidelity Securities Lending Cash Central Fund

51,351

Total

$ 3,300,368

Other Information

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

AAA,AA,A

1.9%

BBB

1.5%

BB

2.6%

B

2.7%

CCC,CC,C

1.6%

Not Rated

4.1%

Equities

79.8%

Short-Term Investments and Net Other Assets

5.8%

100.0%

We have used ratings from Moody's Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ratings. Percentages are adjusted for the effect of futures contracts, if applicable.

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

United States of America

89.2%

Bermuda

2.5%

Cayman Islands

2.1%

Singapore

1.1%

Others (individually less than 1%)

5.1%

100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

November 30, 2006

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $1,127,866,375)

$ 1,298,425,569

Fidelity Central Funds (cost $88,981,514)

88,981,514

Total Investments (cost $1,216,847,889)

$ 1,387,407,083

Cash

47

Receivable for investments sold

16,147,882

Receivable for fund shares sold

2,347,267

Dividends receivable

1,340,393

Interest receivable

1,594,639

Other receivables

23,825

Total assets

1,408,861,136

Liabilities

Payable for investments purchased

$ 27,918,850

Payable for fund shares redeemed

1,487,938

Accrued management fee

637,172

Distribution fees payable

143,036

Other affiliated payables

245,895

Other payables and accrued expenses

98,200

Total liabilities

30,531,091

Net Assets

$ 1,378,330,045

Net Assets consist of:

Paid in capital

$ 1,131,281,652

Undistributed net investment income

4,371,372

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

72,129,753

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

170,547,268

Net Assets

$ 1,378,330,045

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

November 30, 2006

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($70,083,256 ÷ 5,132,404 shares)

$ 13.66

Maximum offering price per share (100/94.25 of $13.66)

$ 14.49

Class T:
Net Asset Value
and redemption price per share
($119,834,346 ÷ 8,786,457 shares)

$ 13.64

Maximum offering price per share (100/96.50 of $13.64)

$ 14.13

Class B:
Net Asset Value
and offering price per share
($23,992,457 ÷ 1,763,110 shares)A

$ 13.61

Class C:
Net Asset Value
and offering price per share
($75,300,889 ÷ 5,532,242 shares)A

$ 13.61

Strategic Dividend and Income:
Net Asset Value
, offering price and redemption price per
share ($1,075,348,259 ÷ 78,520,803 shares)

$ 13.70

Institutional Class:
Net Asset Value
, offering price and redemption price per
share ($13,770,838 ÷ 1,006,276 shares)

$ 13.68

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

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

Annual Report

Statement of Operations

Year ended November 30, 2006

Investment Income

Dividends

$ 23,830,075

Interest

5,031,742

Income from Fidelity Central Funds

3,300,368

Total income

32,162,185

Expenses

Management fee

$ 6,835,128

Transfer agent fees

2,267,385

Distribution fees

1,438,280

Accounting and security lending fees

413,694

Custodian fees and expenses

64,831

Independent trustees' compensation

4,468

Registration fees

115,137

Audit

48,141

Legal

22,215

Interest

5,328

Miscellaneous

51,182

Total expenses before reductions

11,265,789

Expense reductions

(65,588)

11,200,201

Net investment income (loss)

20,961,984

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $2,605)

74,081,652

Foreign currency transactions

(23,442)

Total net realized gain (loss)

74,058,210

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $13,035)

71,875,386

Assets and liabilities in foreign currencies

1,109

Total change in net unrealized appreciation (depreciation)

71,876,495

Net gain (loss)

145,934,705

Net increase (decrease) in net assets resulting from operations

$ 166,896,689

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Year ended
November 30, 2006

Year ended
November 30, 2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 20,961,984

$ 14,989,949

Net realized gain (loss)

74,058,210

18,712,281

Change in net unrealized appreciation (depreciation)

71,876,495

59,561,296

Net increase (decrease) in net assets resulting
from operations

166,896,689

93,263,526

Distributions to shareholders from net investment income

(19,594,724)

(14,194,615)

Distributions to shareholders from net realized gain

(10,685,905)

-

Total distributions

(30,280,629)

(14,194,615)

Share transactions - net increase (decrease)

245,540,386

335,336,361

Total increase (decrease) in net assets

382,156,446

414,405,272

Net Assets

Beginning of period

996,173,599

581,768,327

End of period (including undistributed net investment income of $4,371,372 and undistributed net investment income of $3,125,667, respectively)

$ 1,378,330,045

$ 996,173,599

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

Annual Report

Financial Highlights - Class A

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.18

$ 11.09

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.19

.18

.16

Net realized and unrealized gain (loss)

1.61

1.10

1.04

Total from investment operations

1.80

1.28

1.20

Distributions from net investment income

(.19)

(.19)

(.11)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.32)

(.19)

(.11)

Net asset value, end of period

$ 13.66

$ 12.18

$ 11.09

Total Return B, C, D

15.01%

11.63%

12.01%

Ratios to Average Net Assets F, I

Expenses before reductions

1.14%

1.16%

1.20% A

Expenses net of fee waivers, if any

1.14%

1.16%

1.20% A

Expenses net of all reductions

1.14%

1.13%

1.17% A

Net investment income (loss)

1.52%

1.60%

1.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 70,083

$ 38,886

$ 21,985

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Class T

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.17

$ 11.08

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.17

.16

.13

Net realized and unrealized gain (loss)

1.59

1.09

1.04

Total from investment operations

1.76

1.25

1.17

Distributions from net investment income

(.16)

(.16)

(.09)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.29)

(.16)

(.09)

Net asset value, end of period

$ 13.64

$ 12.17

$ 11.08

Total Return B, C, D

14.70%

11.43%

11.75%

Ratios to Average Net Assets F, I

Expenses before reductions

1.35%

1.38%

1.45% A

Expenses net of fee waivers, if any

1.35%

1.38%

1.45% A

Expenses net of all reductions

1.35%

1.35%

1.42% A

Net investment income (loss)

1.31%

1.38%

1.43% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 119,834

$ 79,920

$ 36,526

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Class B

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.14

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.09

.09

.09

Net realized and unrealized gain (loss)

1.59

1.09

1.03

Total from investment operations

1.68

1.18

1.12

Distributions from net investment income

(.08)

(.10)

(.06)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.21)

(.10)

(.06)

Net asset value, end of period

$ 13.61

$ 12.14

$ 11.06

Total Return B, C, D

14.05%

10.73%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.96%

1.96%

1.99% A

Expenses net of fee waivers, if any

1.96%

1.95%

1.95% A

Expenses net of all reductions

1.96%

1.93%

1.92% A

Net investment income (loss)

.70%

.81%

.92% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 23,992

$ 19,744

$ 13,457

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Class C

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.15

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.10

.10

.09

Net realized and unrealized gain (loss)

1.58

1.09

1.03

Total from investment operations

1.68

1.19

1.12

Distributions from net investment income

(.09)

(.10)

(.06)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.22)

(.10)

(.06)

Net asset value, end of period

$ 13.61

$ 12.15

$ 11.06

Total Return B, C, D

14.05%

10.85%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.89%

1.90%

1.94% A

Expenses net of fee waivers, if any

1.89%

1.90%

1.94% A

Expenses net of all reductions

1.88%

1.87%

1.92% A

Net investment income (loss)

.78%

.86%

.93% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 75,301

$ 49,713

$ 28,795

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Strategic Dividend and Income

Years ended November 30,

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.22

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.24

.22

.19

Net realized and unrealized gain (loss)

1.60

1.11

1.04

Total from investment operations

1.84

1.33

1.23

Distributions from net investment income

(.23)

(.22)

(.12)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.36)

(.22)

(.12)

Net asset value, end of period

$ 13.70

$ 12.22

$ 11.11

Total Return B, C

15.33%

12.08%

12.32%

Ratios to Average Net Assets E, H

Expenses before reductions

.80%

.82%

.90% A

Expenses net of fee waivers, if any

.80%

.82%

.90% A

Expenses net of all reductions

.79%

.79%

.87% A

Net investment income (loss)

1.87%

1.94%

1.98% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,075,348

$ 798,113

$ 476,032

Portfolio turnover rate F

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.21

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.23

.22

.19

Net realized and unrealized gain (loss)

1.59

1.10

1.04

Total from investment operations

1.82

1.32

1.23

Distributions from net investment income

(.22)

(.22)

(.12)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.35)

(.22)

(.12)

Net asset value, end of period

$ 13.68

$ 12.21

$ 11.11

Total Return B, C

15.24%

11.98%

12.38%

Ratios to Average Net Assets E, H

Expenses before reductions

.82%

.83%

.88% A

Expenses net of fee waivers, if any

.82%

.83%

.88% A

Expenses net of all reductions

.82%

.81%

.85% A

Net investment income (loss)

1.84%

1.93%

2.00% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 13,771

$ 9,798

$ 4,973

Portfolio turnover rate F

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2006

1. Significant Accounting Policies.

Fidelity Strategic Dividend & Income 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 B, Class C, Strategic Dividend & Income, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

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

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund

Annual Report

1. Significant Accounting Policies - continued

Investment Transactions and Income - continued

estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. 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.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim 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 foreign currency transactions, passive foreign investment companies (PFIC), market discount and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 180,327,420

Unrealized depreciation

(12,101,011)

Net unrealized appreciation (depreciation)

168,226,409

Undistributed ordinary income

6,925,686

Undistributed long-term capital gain

63,595,262

Cost for federal income tax purposes

$ 1,219,180,674

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

November 30, 2006

November 30, 2005

Ordinary Income

$ 19,594,724

$ 14,194,615

Long-term Capital Gains

10,685,905

-

Total

$ 30,280,629

$ 14,194,615

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

2. Operating Policies.

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

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of

Annual Report

2. Operating Policies - continued

Restricted Securities - continued

these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,623,471,419 and $1,440,513,795, respectively.

4. 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 a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .56% of the Fund's average net assets.

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 131,994

$ 3,829

Class T

.25%

.25%

488,194

27,702

Class B

.75%

.25%

206,600

155,348

Class C

.75%

.25%

611,492

170,452

$ 1,438,280

$ 357,331

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) 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

$ 101,404

Class T

40,021

Class B*

35,066

Class C*

7,583

$ 184,074

* 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, except for Strategic Dividend & Income. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Strategic Dividend & Income shares. FIIOC and FSC receive 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 and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 141,182

.27

Class T

224,910

.23

Class B

70,224

.34

Class C

160,748

.26

Strategic Dividend and Income

1,647,958

.17

Institutional Class

22,363

.20

$ 2,267,385

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. FSC 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.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds 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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. 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 EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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.

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 $12,265 for the period.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $3,149 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $51,351.

7. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $11,495,000. The weighted average interest rate was 5.56%. At period end, there were no bank borrowings outstanding.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $60,975 for the period. In addition, through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Strategic Dividend and Income

$ 4,613

Annual Report

9. Other.

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

During the period, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the Fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. In addition, subsequent to period-end, FMR has reimbursed related legal expenses. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets.

Annual Report

Notes to Financial Statements - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,

2006

2005

From net investment income

Class A

$ 755,007

$ 475,907

Class T

1,207,524

830,178

Class B

136,347

141,821

Class C

455,492

339,138

Strategic Dividend and Income

16,844,509

12,270,157

Institutional Class

195,845

137,414

Total

$ 19,594,724

$ 14,194,615

From net realized gain

Class A

$ 422,135

$ -

Class T

869,186

-

Class B

212,465

-

Class C

535,091

-

Strategic Dividend and Income

8,542,657

-

Institutional Class

104,371

-

Total

$ 10,685,905

$ -

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Years ended November 30,

2006

2005

2006

2005

Class A

Shares sold

2,652,278

1,768,977

$ 33,771,371

$ 20,345,648

Reinvestment of distributions

74,313

30,595

927,356

349,961

Shares redeemed

(785,506)

(589,953)

(9,972,783)

(6,809,260)

Net increase (decrease)

1,941,085

1,209,619

$ 24,725,944

$ 13,886,349

Class T

Shares sold

3,093,279

3,882,259

$ 39,401,358

$ 44,416,238

Reinvestment of distributions

142,542

59,648

1,774,211

681,858

Shares redeemed

(1,016,565)

(669,970)

(12,945,160)

(7,729,006)

Net increase (decrease)

2,219,256

3,271,937

$ 28,230,409

$ 37,369,090

Class B

Shares sold

651,095

744,114

$ 8,286,669

$ 8,505,041

Reinvestment of distributions

22,168

9,782

273,978

111,311

Shares redeemed

(535,951)

(344,455)

(6,733,248)

(3,964,823)

Net increase (decrease)

137,312

409,441

$ 1,827,399

$ 4,651,529

Class C

Shares sold

2,077,679

2,014,501

$ 26,455,087

$ 23,123,712

Reinvestment of distributions

59,230

19,942

735,267

227,493

Shares redeemed

(696,643)

(545,060)

(8,845,742)

(6,287,937)

Net increase (decrease)

1,440,266

1,489,383

$ 18,344,612

$ 17,063,268

Strategic Dividend and Income

Shares sold

36,957,213

36,814,600

$ 472,572,702

$ 424,067,244

Reinvestment of distributions

1,804,449

944,881

22,539,587

10,819,574

Shares redeemed

(25,574,480)

(15,256,951)

(325,330,308)

(176,595,063)

Net increase (decrease)

13,187,182

22,502,530

$ 169,781,981

$ 258,291,755

Institutional Class

Shares sold

358,059

398,296

$ 4,585,437

$ 4,580,059

Reinvestment of distributions

10,004

5,438

124,626

62,299

Shares redeemed

(164,319)

(48,869)

(2,080,022)

(567,988)

Net increase (decrease)

203,744

354,865

$ 2,630,041

$ 4,074,370

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Strategic Dividend & Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Strategic Dividend & Income Fund (a fund of Fidelity Financial Trust) at November 30, 2006, 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 three years in the period then ended, 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 Strategic Dividend & Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 18, 2007

Annual Report

Trustees and Officers

The Trustees, Member 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, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

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

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1982

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

* 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 Occupation

Dennis J. Dirks (58)

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) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

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

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

James H. Keyes (66)

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Marie L. Knowles (60)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (73)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Financial Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Walter C. Donovan (44)

Year of Election or Appointment: 2005

Vice President of the fund. Mr. Donovan also serves as Vice President of Fidelity's High Income Funds (2005-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).

Robert A. Lawrence (54)

Year of Election or Appointment: 2006

Vice President of the fund. Mr. Lawrence also serves as Vice President of the High Income Funds. Mr. Lawrence is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present). Previously, Mr. Lawrence served as President of Fidelity Strategic Investments (2002-2005).

Christopher L. Sharpe (38)

Year of Election or Appointment: 2005
Vice President of the fund. Mr. Sharpe also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Sharpe worked as an associate investment policy officer for John Hancock Financial Services, Inc. in Boston. From 1990 to 2000 he was with William M. Mercer, Inc. in Boston. Mr. Sharpe also serves as Vice President of FMR (2006) and FMR Co., Inc. (2006).

Derek L. Young (42)

Year of Election or Appointment: 2005
Vice President of the fund. Mr. Young also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Young worked as director of Risk Management, senior vice president of Strategic Services and portfolio manager. Mr. Young also serves as Vice President of FMR and FMR Co., Inc (2004).

Eric D. Roiter (58)

Year of Election or Appointment: 2003

Secretary of the fund. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of the fund. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of the fund. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of the fund. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of the fund. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of 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), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of the fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2007

President and Treasurer of the fund. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of the fund. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 2003

Assistant Treasurer of the fund. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of the fund. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2003

Assistant Treasurer of the fund. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (41)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

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

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/18/2006

12/15/2006

$ 0.054

$0.61

01/08/2007

01/05/2007

$ -

$0.05

Class T

12/18/2006

12/15/2006

$ 0.047

$0.61

01/08/2007

01/05/2007

$ -

$0.05

Class B

12/18/2006

12/15/2006

$ 0.026

$0.61

01/08/2007

01/05/2007

$ -

$0.05

Class C

12/18/2006

12/15/2006

$ 0.028

$0.61

01/08/2007

01/05/2007

$ -

$0.05

The fund hereby designates as capital gain dividend with respect to the taxable year ended November 30, 2006, $63,595,262, or, if subsequently determined to be different, the net capital gain of such year.

A total of .17% 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 33%, 100%, 100%, and 96% and Class T designates 38%, 100%, 100%, and 96% and Class B designates 63%, 100%, 0%, and 100% and Class C designates 58%, 100%, 0%, and 100% of the dividends distributed in December 2005 and April, July and October 2006, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on September 20, 2006. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

10,327,434,641.22

95.770

Withheld

456,199,004.95

4.230

TOTAL

10,783,633,646.17

100.000

Albert R. Gamper, Jr.

Affirmative

10,322,116,523.07

95.720

Withheld

461,517,123.10

4.280

TOTAL

10,783,633,646.17

100.000

Robert M. Gates

Affirmative

10,288,766,799.53

95.411

Withheld

494,866,846.64

4.589

TOTAL

10,783,633,646.17

100.000

George H. Heilmeier

Affirmative

10,298,619,061.42

95.502

Withheld

485,014,584.75

4.498

TOTAL

10,783,633,646.17

100.000

Edward C. Johnson 3d

Affirmative

10,257,561,582.55

95.122

Withheld

526,072,063.62

4.878

TOTAL

10,783,633,646.17

100.000

Stephen P. Jonas

Affirmative

10,317,222,628.79

95.675

Withheld

466,411,017.38

4.325

TOTAL

10,783,633,646.17

100.000

James H. Keyes B

Affirmative

10,318,195,711.25

95.684

Withheld

465,437,934.92

4.316

TOTAL

10,783,633,646.17

100.000

# of
Votes

% of
Votes

Marie L. Knowles

Affirmative

10,317,835,129.19

95.681

Withheld

465,798,516.98

4.319

TOTAL

10,783,633,646.17

100.000

Ned C. Lautenbach

Affirmative

10,317,039,890.90

95.673

Withheld

466,593,755.27

4.327

TOTAL

10,783,633,646.17

100.000

William O. McCoy

Affirmative

10,278,036,936.38

95.311

Withheld

505,596,709.79

4.689

TOTAL

10,783,633,646.17

100.000

Robert L. Reynolds

Affirmative

10,320,662,459.03

95.707

Withheld

462,971,187.14

4.293

TOTAL

10,783,633,646.17

100.000

Cornelia M. Small

Affirmative

10,329,731,930.45

95.791

Withheld

453,901,715.72

4.209

TOTAL

10,783,633,646.17

100.000

William S. Stavropoulos

Affirmative

10,298,039,656.66

95.497

Withheld

485,593,989.51

4.503

TOTAL

10,783,633,646.17

100.000

Kenneth L. Wolfe

Affirmative

10,310,583,687.33

95.613

Withheld

473,049,958.84

4.387

TOTAL

10,783,633,646.17

100.000

A Denotes trust-wide proposal and voting results.

B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Strategic Dividend & Income Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. 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 management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the 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 determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by the Board. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2005, the total returns of Class C and Fidelity Strategic Dividend & Income (retail class), the total return of a proprietary custom index ("benchmark"), and a range of 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 Class C and Fidelity Strategic Dividend & Income (retail class) represent the performance of classes with the highest and lowest 12b-1 fees, respectively (not necessarily with the highest and lowest total expenses). The box within the chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper 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 the chart correspond to the percentile box and represent the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom index is an index developed by FMR that represents the performance of the fund's four general investment categories according to their respective weightings in the fund's neutral mix.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Strategic Dividend & Income Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of Fidelity Strategic Dividend & Income (retail class) was in the first quartile for the period shown. The Board also stated that the relative investment performance of Fidelity Strategic Dividend & Income (retail class) compared favorably to its benchmark for the period shown. 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 stated that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent launch. The Board also reviewed the fund's relative investment performance against a peer group defined by Morningstar.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board noted with favor FMR's reorganization of its senior management team in 2005 and FMR's dedication of additional resources to investment research, and participated in the process that led to those changes.

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

Annual Report

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

The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 21% means that 79% 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Strategic Dividend & Income Fund

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 2005.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses 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 expenses of each of Class A, Class B, Class C, Institutional Class and Fidelity Strategic Dividend & Income (retail class) ranked below its competitive median for 2005, and the total expenses of Class T ranked above its competitive median for 2005. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

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

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

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

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

ASDI-UANN-0107
1.802529.102

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

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor

Strategic Dividend & Income

Fund - Institutional Class

Annual Report

November 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Institutional Class

is a class of Fidelity®

Strategic Dividend &

Income® Fund

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at 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 Corp. 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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) 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, 2006

Past 1
year

Life of
fund
A

Institutional Class

15.24%

13.48%

A From December 23, 2003.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Strategic Dividend & Income Fund - Institutional Class on December 23, 2003, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500SM Index (S&P 500®) performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Christopher Sharpe and Derek Young, Lead Co-Portfolio Managers of Fidelity Advisor Strategic Dividend & Income Fund

There were a number of reasons why the overall U.S. stock market could have had subpar results during the 12-month period that ended on November 30, 2006, including rising interest rates, inflation concerns, historically high energy prices, unrest in the Middle East, North Korea's nuclear test and a worse-than-expected housing slump. Despite these negative conditions, though, U.S. stocks fared well. In fact, several bellwether market benchmarks reached record highs, including the larger-cap Dow Jones Industrial AverageSM - a gauge of 30 mega-cap, blue-chip stocks - and the small-cap-oriented Russell 2000® Index. The strength in equities was sparked in large part by two major factors: the double-digit earnings growth achieved by U.S. corporations, and steady economic growth that was neither overheated nor recessionary, thanks primarily to the Federal Reserve Board's monetary policy. For the 12 months overall, the Dow rose 15.76%, the Russell 2000 checked in with a 17.43% advance, the Standard & Poor's 500SM Index gained 14.23% and the NASDAQ Composite® Index returned 9.78%.

During the fiscal year, the fund's Institutional Class shares gained 15.24%, compared with 19.64% for the Fidelity Strategic Dividend & Income Composite Index. All four of the fund's subportfolios achieved strong absolute returns. Our asset allocation strategy of overweighting common stocks, underweighting real estate investment trusts (REITs) and preferred stocks, and neutrally weighting convertible securities was basically sound. The fund lagged its benchmark mostly due to unfavorable selection in common stocks, especially in energy and health care, and the subportfolio underperformed relative to its benchmark. Underweighting the robust REIT group also hurt a bit, despite relative outperformance driven by good security selection in the industrial, lodging/resorts and office segments. The preferred stock subportfolio outperformed, driven by strong selection in food/beverage/tobacco and energy, as well as by favoring high-yield issues and the more equity-like convertible preferreds. Underweighting preferred stocks overall also helped. Meanwhile, unfavorable picks in information technology and energy caused the convertible bond subportfolio to underperform slightly.

Note to shareholders: On October 1, 2006, the fund's common stock subportfolio changed its benchmark from the Russell 1000® Value Index to the Russell 3000® Value Index, which conforms more closely to the fund's investment strategy.

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, 2006 to November 30, 2006).

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.

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.

Annual Report

Investments - continued

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.

Beginning
Account Value
June 1, 2006

Ending
Account Value
November 30, 2006

Expenses Paid
During Period
*
June 1, 2006 to
November 30, 2006

Class A

Actual

$ 1,000.00

$ 1,096.00

$ 5.99

HypotheticalA

$ 1,000.00

$ 1,019.35

$ 5.77

Class T

Actual

$ 1,000.00

$ 1,095.00

$ 7.09

HypotheticalA

$ 1,000.00

$ 1,018.30

$ 6.83

Class B

Actual

$ 1,000.00

$ 1,091.10

$ 10.33

HypotheticalA

$ 1,000.00

$ 1,015.19

$ 9.95

Class C

Actual

$ 1,000.00

$ 1,091.50

$ 9.91

HypotheticalA

$ 1,000.00

$ 1,015.59

$ 9.55

Strategic Dividend and Income

Actual

$ 1,000.00

$ 1,098.40

$ 4.16

HypotheticalA

$ 1,000.00

$ 1,021.11

$ 4.00

Institutional Class

Actual

$ 1,000.00

$ 1,096.70

$ 4.31

HypotheticalA

$ 1,000.00

$ 1,020.96

$ 4.15

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

1.14%

Class T

1.35%

Class B

1.97%

Class C

1.89%

Strategic Dividend and Income

.79%

Institutional Class

.82%

Annual Report

Investment Changes

Top Ten Investments as of November 30, 2006

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Valero Energy Corp.

1.7

0.3

Equity Residential (SBI)

1.4

0.7

JPMorgan Chase & Co.

1.4

1.3

National Oilwell Varco, Inc.

1.2

0.7

General Growth Properties, Inc.

1.2

0.7

Noble Corp.

1.1

0.0

Smith International, Inc.

1.0

0.2

AT&T, Inc.

1.0

1.0

American International Group, Inc.

1.0

2.1

El Paso Corp. 4.99%

0.9

1.1

11.9

Top Five Market Sectors as of November 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

34.2

30.8

Information Technology

14.8

11.9

Energy

13.4

11.6

Consumer Discretionary

7.3

8.7

Industrials

6.6

10.8

Asset Allocation (% of fund's net assets)

As of November 30, 2006 *

As of May 31, 2006 **

Common Stocks 66.8%

Common Stocks 68.2%

Preferred Stocks 13.0%

Preferred Stocks 12.8%

Convertible Bonds 13.5%

Convertible Bonds 14.4%

Other Investments 0.9%

Other Investments 0.3%

Short-Term
Investments and
Net Other Assets 5.8%

Short-Term
Investments and
Net Other Assets 4.3%

* Foreign investments

10.8%

** Foreign investments

8.4%

Annual Report

Investments November 30, 2006

Showing Percentage of Net Assets

Corporate Bonds - 14.4%

Principal Amount

Value
(Note 1)

Convertible Bonds - 13.5%

CONSUMER DISCRETIONARY - 1.0%

Hotels, Restaurants & Leisure - 0.6%

Carnival Corp. 1.132% 4/29/33 (c)

$ 5,820,000

$ 4,237,426

Six Flags, Inc. 4.5% 5/15/15

3,300,000

3,522,750

7,760,176

Media - 0.4%

Charter Communications, Inc.:

5.875% 11/16/09 (d)

70,000

97,230

5.875% 11/16/09

4,013,000

5,574,057

5,671,287

TOTAL CONSUMER DISCRETIONARY

13,431,463

CONSUMER STAPLES - 0.0%

Food & Staples Retailing - 0.0%

Nash-Finch Co. 1.6314% 3/15/35 (c)

1,520,000

631,864

ENERGY - 2.4%

Energy Equipment & Services - 1.2%

Grey Wolf, Inc. 5.3216% 4/1/24 (e)

2,300,000

2,992,875

Halliburton Co. 3.125% 7/15/23

4,260,000

7,859,700

Hornbeck Offshore Services, Inc. 1.625% 11/15/26 (c)(d)

1,000,000

1,037,200

Maverick Tube Corp. 1.875% 11/15/25

3,000,000

4,804,920

16,694,695

Oil, Gas & Consumable Fuels - 1.2%

Chesapeake Energy Corp.:

2.75% 11/15/35 (d)

5,000,000

5,564,500

2.75% 11/15/35

6,600,000

7,345,140

McMoRan Exploration Co. 6% 7/2/08

3,000,000

3,813,900

16,723,540

TOTAL ENERGY

33,418,235

FINANCIALS - 0.5%

Consumer Finance - 0.4%

American Express Co.:

1.85% 12/1/33 (c)(d)

1,800,000

1,798,920

1.85% 12/1/33 (c)

3,850,000

3,847,690

5,646,610

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

FINANCIALS - continued

Real Estate Investment Trusts - 0.1%

Ventas, Inc. 3.875% 11/15/11 (d)

$ 1,000,000

$ 997,300

TOTAL FINANCIALS

6,643,910

HEALTH CARE - 1.0%

Biotechnology - 0.4%

Amgen, Inc. 0.375% 2/1/13 (d)

5,000,000

5,017,500

Life Sciences Tools & Services - 0.6%

Charles River Laboratories International, Inc. 2.25% 6/15/13 (d)

1,000,000

1,059,600

Fisher Scientific International, Inc.:

2.5% 10/1/23 (d)

995,000

1,910,002

2.5% 10/1/23

2,400,000

4,607,040

Nektar Therapeutics 3.25% 9/28/12

1,000,000

1,030,460

8,607,102

TOTAL HEALTH CARE

13,624,602

INDUSTRIALS - 2.1%

Aerospace & Defense - 0.1%

AAR Corp. 1.75% 2/1/26 (d)

1,000,000

1,099,180

Airlines - 0.4%

UAL Corp. 4.5% 6/30/21 (d)

2,000,000

2,695,200

US Airways Group, Inc. 7% 9/30/20 (d)

960,000

2,489,069

5,184,269

Commercial Services & Supplies - 0.1%

FTI Consulting, Inc. 3.75% 7/15/12 (d)

1,000,000

1,129,949

Construction & Engineering - 0.2%

Quanta Services, Inc. 3.75% 4/30/26 (d)

3,000,000

3,270,006

Electrical Equipment - 0.2%

GrafTech International Ltd. 1.625% 1/15/24

2,720,000

2,244,000

Industrial Conglomerates - 0.5%

Tyco International Group SA yankee 3.125% 1/15/23

5,310,000

7,467,984

Machinery - 0.1%

Greenbrier Companies, Inc. 2.375% 5/15/26 (d)

1,000,000

1,041,311

Trinity Industries, Inc. 3.875% 6/1/36

1,000,000

1,050,842

2,092,153

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

INDUSTRIALS - continued

Marine - 0.5%

OMI Corp. 2.875% 12/1/24

$ 6,300,000

$ 6,252,750

TOTAL INDUSTRIALS

28,740,291

INFORMATION TECHNOLOGY - 5.9%

Communications Equipment - 1.2%

Ciena Corp. 0.25% 5/1/13

1,560,000

1,355,172

Finisar Corp. 2.5% 10/15/10

6,920,000

8,978,700

JDS Uniphase Corp. 1% 5/15/26 (d)

5,000,000

4,528,500

Symmetricom, Inc. 3.25% 6/15/25

2,000,000

2,012,600

16,874,972

Computers & Peripherals - 0.3%

Maxtor Corp. 2.375% 8/15/12

1,200,000

1,909,008

SanDisk Corp. 1% 5/15/13

2,000,000

1,777,800

3,686,808

Electronic Equipment & Instruments - 1.7%

Coherent, Inc. 2.75% 3/1/11 (d)

1,110,000

1,200,021

Flextronics International Ltd. 1% 8/1/10

13,420,000

12,974,456

Itron, Inc. 2.5% 8/1/26

3,000,000

3,115,200

Merix Corp. 4% 5/15/13 (d)

1,000,000

928,750

Solectron Corp. 0.5% 2/15/34

1,000,000

813,750

Vishay Intertechnology, Inc. 3.625% 8/1/23

4,600,000

4,582,888

23,615,065

Internet Software & Services - 0.4%

aQuantive, Inc. 2.25% 8/15/24

2,800,000

5,461,680

IT Services - 0.5%

DST Systems, Inc.:

Series A, 4.125% 8/15/23 (d)

1,240,000

1,718,190

4.125% 8/15/23

3,470,000

4,808,160

6,526,350

Semiconductors & Semiconductor Equipment - 1.7%

Amkor Technology, Inc. 2.5% 5/15/11

2,000,000

1,977,200

Conexant Systems, Inc. 4% 3/1/26

3,000,000

2,737,500

Credence Systems Corp. 1.5% 5/15/08

2,000,000

1,825,000

EMCORE Corp. 5% 5/15/11

1,000,000

1,052,500

Intel Corp. 2.95% 12/15/35

6,000,000

5,543,460

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

ON Semiconductor Corp.:

0% 4/15/24

$ 6,500,000

$ 5,882,500

1.875% 12/15/25 (d)

1,250,000

1,417,188

Photronics, Inc. 2.25% 4/15/08

3,000,000

3,385,860

23,821,208

Software - 0.1%

Symantec Corp. 1% 6/15/13 (d)

1,000,000

1,225,000

TOTAL INFORMATION TECHNOLOGY

81,211,083

TELECOMMUNICATION SERVICES - 0.6%

Diversified Telecommunication Services - 0.6%

Broadwing Corp. 3.125% 5/15/26 (d)

3,000,000

3,307,500

Level 3 Communications, Inc. 3.5% 6/15/12

2,000,000

2,392,260

Time Warner Telecom, Inc. 2.375% 4/1/26

2,000,000

2,378,800

8,078,560

TOTAL CONVERTIBLE BONDS

185,780,008

Nonconvertible Bonds - 0.9%

CONSUMER DISCRETIONARY - 0.2%

Media - 0.2%

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. 10.25% 9/15/10

3,176,000

3,310,980

FINANCIALS - 0.7%

Commercial Banks - 0.4%

PNC Preferred Funding Trust I 6.517% 12/31/49 (c)(d)

3,000,000

3,031,800

SunTrust Preferred Capital I 5.853% 12/15/49 (e)

1,000,000

1,015,420

Wells Fargo Capital X 5.95% 12/15/36

1,000,000

1,005,446

5,052,666

Diversified Financial Services - 0.2%

Wachovia Capital Trust III 5.8% (e)

2,000,000

2,026,884

Corporate Bonds - continued

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.1%

Washington Mutual Preferred Funding Trust I 6.534% (d)(e)

$ 2,000,000

$ 1,984,320

TOTAL FINANCIALS

9,063,870

TOTAL NONCONVERTIBLE BONDS

12,374,850

TOTAL CORPORATE BONDS

(Cost $185,691,579)

198,154,858

Common Stocks - 66.8%

Shares

CONSUMER DISCRETIONARY - 5.7%

Automobiles - 0.2%

Renault SA

20,900

2,504,658

Diversified Consumer Services - 0.3%

Coinmach Service Corp. unit

156,800

2,765,952

Service Corp. International

155,800

1,537,746

4,303,698

Hotels, Restaurants & Leisure - 2.0%

Accor SA

23,500

1,708,417

Applebee's International, Inc.

19,600

445,900

Aristocrat Leisure Ltd.

197,300

2,418,954

Boyd Gaming Corp.

40,700

1,723,645

Centerplate, Inc. unit

318,800

5,531,180

Domino's Pizza, Inc.

99,100

2,721,286

Greek Organization of Football Prognostics SA

11,300

424,962

McDonald's Corp.

101,749

4,270,406

Minor International PCL (For. Reg.)

1,212,900

391,967

Starwood Hotels & Resorts Worldwide, Inc.

79,300

5,088,681

WMS Industries, Inc. (a)

63,400

2,205,052

26,930,450

Household Durables - 0.6%

Bassett Furniture Industries, Inc.

51,605

913,409

Cyrela Brazil Realty SA

35,000

669,446

La-Z-Boy, Inc.

95,477

1,124,719

The Stanley Works

38,010

1,939,270

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Urbi, Desarrollos Urbanos, SA de CV (a)

144,300

$ 454,053

Whirlpool Corp.

42,000

3,582,600

8,683,497

Leisure Equipment & Products - 0.2%

Eastman Kodak Co.

120,400

3,132,808

Media - 0.8%

Charter Communications, Inc. Class A (a)

977,700

2,884,215

Gannett Co., Inc.

4,000

238,080

Grupo Televisa SA de CV (CPO) sponsored ADR

21,500

565,020

Idearc, Inc. (a)

8,300

228,582

News Corp. Class A

86,700

1,786,020

R.H. Donnelley Corp.

55,100

3,416,200

Viacom, Inc. Class B (non-vtg.) (a)

39,965

1,499,087

10,617,204

Multiline Retail - 0.7%

Federated Department Stores, Inc.

74,800

3,148,332

JCPenney Co., Inc.

38,800

3,000,792

Lojas Renner SA

21,000

276,443

Sears Holdings Corp. (a)

17,200

2,948,424

Tuesday Morning Corp.

25,400

447,040

9,821,031

Specialty Retail - 0.3%

AutoZone, Inc. (a)

3,400

386,274

OfficeMax, Inc.

92,400

4,349,268

4,735,542

Textiles, Apparel & Luxury Goods - 0.6%

Brown Shoe Co., Inc.

48,800

2,315,072

Liz Claiborne, Inc.

91,800

3,924,450

Polo Ralph Lauren Corp. Class A

7,400

578,680

VF Corp.

21,000

1,646,190

8,464,392

TOTAL CONSUMER DISCRETIONARY

79,193,280

CONSUMER STAPLES - 2.6%

Beverages - 0.2%

Fomento Economico Mexicano SA de CV sponsored ADR

3,300

347,325

Pernod Ricard SA

7,800

1,726,969

2,074,294

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER STAPLES - continued

Food & Staples Retailing - 0.6%

Rite Aid Corp.

380,300

$ 1,806,425

Safeway, Inc.

173,400

5,342,454

Wal-Mart de Mexico SA de CV Series V

189,700

708,968

7,857,847

Food Products - 0.6%

B&G Foods, Inc. unit

156,900

3,075,240

Chiquita Brands International, Inc.

139,500

1,994,850

Del Monte Foods Co.

61,500

694,335

Tyson Foods, Inc. Class A

170,500

2,709,245

8,473,670

Personal Products - 0.5%

Avon Products, Inc.

165,600

5,405,184

Playtex Products, Inc. (a)

144,000

2,139,840

7,545,024

Tobacco - 0.7%

Altria Group, Inc.

112,600

9,482,046

TOTAL CONSUMER STAPLES

35,432,881

ENERGY - 9.5%

Energy Equipment & Services - 4.9%

Grant Prideco, Inc. (a)

80,300

3,518,746

Halliburton Co.

320,700

10,820,418

National Oilwell Varco, Inc. (a)

252,489

16,793,043

Noble Corp.

191,763

14,813,692

Pride International, Inc. (a)

110,700

3,574,503

Rowan Companies, Inc.

100,100

3,605,602

Smith International, Inc.

341,300

14,457,468

67,583,472

Oil, Gas & Consumable Fuels - 4.6%

Alpha Natural Resources, Inc. (a)

77,158

1,215,239

Aurora Oil & Gas Corp. (a)

480,572

1,638,751

Cabot Oil & Gas Corp.

63,200

3,926,616

CONSOL Energy, Inc.

99,300

3,645,303

Foundation Coal Holdings, Inc.

97,000

3,599,670

Peabody Energy Corp.

109,900

5,056,499

Plains Exploration & Production Co. (a)

41,200

1,939,696

Quicksilver Resources, Inc. (a)

88,700

3,752,897

Range Resources Corp.

29,100

904,719

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Teekay Shipping Corp.

142,050

$ 5,949,054

Ultra Petroleum Corp. (a)

137,200

7,395,080

Valero Energy Corp.

435,961

24,008,366

63,031,890

TOTAL ENERGY

130,615,362

FINANCIALS - 26.8%

Capital Markets - 1.8%

Ameriprise Financial, Inc.

8,400

454,440

Bank of New York Co., Inc.

48,200

1,713,028

Franklin Resources, Inc.

17,900

1,910,646

KKR Private Equity Investors, LP

64,700

1,436,340

Merrill Lynch & Co., Inc.

68,200

5,962,726

Merrill Lynch & Co., Inc. (depositary shares) Series 1, unit

277,700

7,147,998

Morgan Stanley

81,000

6,168,960

State Street Corp.

9,400

584,022

25,378,160

Commercial Banks - 1.1%

Cathay General Bancorp

21,219

729,085

East West Bancorp, Inc.

52,000

1,851,720

UCBH Holdings, Inc.

117,400

1,979,364

Wachovia Corp.

102,709

5,565,801

Wells Fargo & Co.

159,700

5,627,828

15,753,798

Consumer Finance - 0.1%

Capital One Financial Corp.

21,900

1,705,572

Diversified Financial Services - 2.3%

Bank of America Corp.

224,214

12,073,924

JPMorgan Chase & Co.

410,704

19,007,381

31,081,305

Insurance - 5.4%

ACE Ltd.

94,800

5,388,432

AFLAC, Inc.

77,600

3,425,264

Allied World Assurance Co. Holdings Ltd.

18,800

798,060

American International Group, Inc.

194,400

13,670,208

Aspen Insurance Holdings Ltd.

270,300

7,284,585

Axis Capital Holdings Ltd.

216,656

7,416,135

Endurance Specialty Holdings Ltd.

188,171

7,062,058

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - continued

Everest Re Group Ltd.

38,700

$ 3,808,467

Hartford Financial Services Group, Inc.

35,900

3,078,784

Marsh & McLennan Companies, Inc.

31,500

989,730

MetLife, Inc.

52,500

3,083,325

Platinum Underwriters Holdings Ltd.

220,400

6,706,772

Scottish Re Group Ltd.

97,111

577,810

The St. Paul Travelers Companies, Inc.

116,800

6,051,408

W.R. Berkley Corp.

124,050

4,355,396

73,696,434

Real Estate Investment Trusts - 15.3%

Alexandria Real Estate Equities, Inc.

53,500

5,514,780

AMB Property Corp. (SBI)

8,000

490,160

American Financial Realty Trust (SBI)

140,800

1,655,808

Apartment Investment & Management Co. Class A

20,000

1,152,800

AvalonBay Communities, Inc.

40,460

5,384,417

BioMed Realty Trust, Inc.

22,900

691,580

Boston Properties, Inc.

60,014

7,024,639

CBL & Associates Properties, Inc.

121,540

5,238,374

CBRE Realty Finance, Inc.

28,800

465,120

Columbia Equity Trust, Inc.

67,900

1,279,915

Corporate Office Properties Trust (SBI)

177,900

8,843,409

Developers Diversified Realty Corp.

89,500

5,797,810

Douglas Emmett, Inc. (a)

97,700

2,569,510

Duke Realty Corp.

290,488

12,642,038

Education Realty Trust, Inc.

6,800

106,964

Equity Lifestyle Properties, Inc.

33,260

1,728,522

Equity Office Properties Trust

243,310

11,727,542

Equity One, Inc.

88,900

2,425,192

Equity Residential (SBI)

357,380

19,034,059

Federal Realty Investment Trust (SBI)

44,500

3,790,510

General Growth Properties, Inc.

293,125

16,104,288

GMH Communities Trust

107,200

1,330,352

Health Care Property Investors, Inc.

26,100

946,647

Health Care REIT, Inc.

17,300

725,389

Home Properties of New York, Inc.

13,600

840,616

HomeBanc Mortgage Corp., Georgia

191,600

806,636

Host Hotels & Resorts, Inc.

363,445

9,166,083

Inland Real Estate Corp.

140,600

2,727,640

Innkeepers USA Trust (SBI)

44,100

705,600

Kilroy Realty Corp.

16,300

1,333,340

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Real Estate Investment Trusts - continued

Kimco Realty Corp.

230,638

$ 10,696,990

Longview Fibre Co.

44,000

916,080

Mission West Properties, Inc.

81,500

1,018,750

Newcastle Investment Corp.

12,100

362,395

Potlatch Corp.

10,230

426,489

ProLogis Trust

141,165

9,199,723

Public Storage, Inc.

98,936

9,525,558

Rayonier, Inc.

34,320

1,431,144

Reckson Associates Realty Corp.

7,800

377,364

Simon Property Group, Inc.

81,110

8,271,598

SL Green Realty Corp.

41,200

5,571,888

Sovran Self Storage, Inc.

47,900

2,802,150

Tanger Factory Outlet Centers, Inc.

84,800

3,342,816

Taubman Centers, Inc.

29,500

1,459,070

United Dominion Realty Trust, Inc. (SBI)

275,040

9,235,843

Ventas, Inc.

64,550

2,514,223

Vornado Realty Trust

77,650

9,792,442

Washington (REIT) (SBI)

27,000

1,157,490

Weingarten Realty Investors (SBI)

4,100

195,652

210,547,405

Real Estate Management & Development - 0.2%

Brookfield Properties Corp.

8,000

321,200

GAGFAH SA

9,700

303,136

Mitsubishi Estate Co. Ltd.

112,000

2,766,387

3,390,723

Thrifts & Mortgage Finance - 0.6%

Countrywide Financial Corp.

48,200

1,914,504

Fannie Mae

64,000

3,649,920

Hudson City Bancorp, Inc.

204,100

2,708,407

8,272,831

TOTAL FINANCIALS

369,826,228

HEALTH CARE - 3.1%

Biotechnology - 0.1%

Alkermes, Inc. (a)

12,000

182,160

Amgen, Inc. (a)

24,100

1,711,100

1,893,260

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Equipment & Supplies - 0.9%

Baxter International, Inc.

107,400

$ 4,805,076

Becton, Dickinson & Co.

47,700

3,421,044

C.R. Bard, Inc.

46,700

3,842,943

12,069,063

Health Care Providers & Services - 0.7%

Acibadem Saglik Hizmetleri AS

57,000

627,343

Brookdale Senior Living, Inc.

105,000

4,793,250

Bumrungrad Hospital PCL (For. Reg.)

346,100

351,933

Capital Senior Living Corp. (a)

17,000

174,420

DaVita, Inc. (a)

56,400

3,001,044

8,947,990

Life Sciences Tools & Services - 0.1%

Thermo Fisher Scientific, Inc. (a)

31,300

1,371,879

Pharmaceuticals - 1.3%

Merck & Co., Inc.

71,500

3,182,465

Novartis AG sponsored ADR

50,800

2,967,228

Pfizer, Inc.

380,400

10,457,196

Teva Pharmaceutical Industries Ltd. sponsored ADR

51,800

1,660,708

18,267,597

TOTAL HEALTH CARE

42,549,789

INDUSTRIALS - 4.3%

Aerospace & Defense - 0.8%

General Dynamics Corp.

46,800

3,502,512

Honeywell International, Inc.

135,400

5,819,492

Precision Castparts Corp.

25,100

1,894,046

11,216,050

Air Freight & Logistics - 0.2%

United Parcel Service, Inc. Class B

42,100

3,280,432

Building Products - 0.2%

Masco Corp.

73,000

2,094,370

Commercial Services & Supplies - 0.4%

Allied Waste Industries, Inc.

129,700

1,644,596

The Brink's Co.

29,300

1,644,902

The Geo Group, Inc. (a)

21,250

798,150

Waste Management, Inc.

48,400

1,771,924

5,859,572

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Construction & Engineering - 0.8%

Fluor Corp.

84,035

$ 7,317,768

Shaw Group, Inc. (a)

113,100

3,380,559

10,698,327

Electrical Equipment - 0.1%

Cooper Industries Ltd. Class A

14,200

1,298,448

Industrial Conglomerates - 0.2%

Tyco International Ltd.

65,100

1,971,879

Machinery - 0.5%

Deere & Co.

41,300

3,964,800

Flowserve Corp. (a)

21,206

1,141,731

Oshkosh Truck Co.

42,300

2,030,823

7,137,354

Road & Rail - 1.1%

AMERCO (a)

21,774

1,891,072

Burlington Northern Santa Fe Corp.

36,700

2,758,372

Con-way, Inc.

67,400

3,108,488

CSX Corp.

82,700

2,965,622

Laidlaw International, Inc.

110,500

3,210,025

Landstar System, Inc.

39,600

1,783,584

15,717,163

TOTAL INDUSTRIALS

59,273,595

INFORMATION TECHNOLOGY - 8.9%

Communications Equipment - 0.1%

Comverse Technology, Inc. (a)

88,200

1,721,664

Computers & Peripherals - 2.2%

Dell, Inc. (a)

124,000

3,377,760

Hewlett-Packard Co.

78,200

3,085,772

Imation Corp.

62,682

2,902,803

International Business Machines Corp.

66,300

6,094,296

Komag, Inc. (a)

83,200

3,284,736

NCR Corp. (a)

147,900

6,346,389

Seagate Technology (a)

211,000

5,435,360

30,527,116

Electronic Equipment & Instruments - 2.0%

Agilent Technologies, Inc. (a)

80,400

2,559,936

Amphenol Corp. Class A

117,500

8,005,275

Arrow Electronics, Inc. (a)

119,500

3,795,320

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Flextronics International Ltd. (a)

211,000

$ 2,373,750

FLIR Systems, Inc. (a)

59,100

1,903,611

Ingram Micro, Inc. Class A (a)

83,100

1,693,578

Molex, Inc.

91,500

2,928,000

Solectron Corp. (a)

382,700

1,274,391

Vishay Intertechnology, Inc. (a)

166,900

2,186,390

26,720,251

Internet Software & Services - 0.1%

VeriSign, Inc. (a)

55,100

1,438,661

IT Services - 0.4%

Infosys Technologies Ltd. sponsored ADR

12,500

669,125

Mastercard, Inc. Class A

25,400

2,584,450

Satyam Computer Services Ltd. sponsored ADR

86,200

2,012,770

5,266,345

Office Electronics - 0.2%

Xerox Corp.

180,700

2,981,550

Semiconductors & Semiconductor Equipment - 2.4%

Analog Devices, Inc.

40,800

1,326,816

Applied Materials, Inc.

168,600

3,031,428

ASML Holding NV (NY Shares) (a)

129,600

3,227,040

Atmel Corp. (a)

433,400

2,193,004

Axcelis Technologies, Inc. (a)

242,800

1,551,492

Broadcom Corp. Class A (a)

27,500

902,825

Brooks Automation, Inc. (a)

106,500

1,487,805

Cypress Semiconductor Corp. (a)

9,500

165,205

DSP Group, Inc. (a)

8,996

194,224

Fairchild Semiconductor International, Inc. (a)

116,000

1,893,120

Hittite Microwave Corp. (a)

33,600

1,312,752

Intel Corp.

145,400

3,104,290

Intersil Corp. Class A

79,800

1,976,646

Linear Technology Corp.

39,000

1,253,460

Maxim Integrated Products, Inc.

97,000

3,053,560

National Semiconductor Corp.

127,300

3,079,387

ON Semiconductor Corp. (a)

439,100

2,827,804

PMC-Sierra, Inc. (a)

49,800

378,978

Verigy Ltd.

10,639

189,800

33,149,636

Software - 1.5%

BEA Systems, Inc. (a)

115,622

1,592,115

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Compuware Corp. (a)

34,500

$ 289,455

Hyperion Solutions Corp. (a)

44,000

1,617,440

Microsoft Corp.

301,600

8,845,928

Nintendo Co. Ltd.

8,900

2,121,427

Quest Software, Inc. (a)

121,600

1,740,096

Symantec Corp. (a)

133,300

2,825,960

Ubisoft Entertainment SA (a)

29,052

1,827,356

20,859,777

TOTAL INFORMATION TECHNOLOGY

122,665,000

MATERIALS - 1.4%

Chemicals - 0.7%

Agrium, Inc.

66,400

2,038,426

Ashland, Inc.

43,300

2,927,513

Celanese Corp. Class A

43,300

952,600

Cytec Industries, Inc.

9,300

495,969

Monsanto Co.

63,600

3,057,252

9,471,760

Metals & Mining - 0.7%

Alcoa, Inc.

96,900

3,020,373

Titanium Metals Corp.

237,300

7,586,481

10,606,854

TOTAL MATERIALS

20,078,614

TELECOMMUNICATION SERVICES - 2.7%

Diversified Telecommunication Services - 2.0%

AT&T, Inc.

415,600

14,092,996

BellSouth Corp.

113,700

5,069,883

CenturyTel, Inc.

48,689

2,071,717

Citizens Communications Co.

16,900

239,473

Verizon Communications, Inc.

154,500

5,398,230

26,872,299

Wireless Telecommunication Services - 0.7%

America Movil SA de CV Series L sponsored ADR

20,800

924,976

American Tower Corp. Class A (a)

76,200

2,885,694

Bharti Airtel Ltd. (a)

26,731

390,926

Crown Castle International Corp. (a)

70,200

2,419,092

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

MTN Group Ltd.

50,200

$ 512,931

SBA Communications Corp. Class A (a)

104,500

2,964,665

10,098,284

TOTAL TELECOMMUNICATION SERVICES

36,970,583

UTILITIES - 1.8%

Electric Utilities - 0.7%

Edison International

57,500

2,643,850

Exelon Corp.

48,500

2,945,405

FPL Group, Inc.

30,200

1,609,660

PPL Corp.

81,100

2,947,985

10,146,900

Independent Power Producers & Energy Traders - 0.7%

AES Corp. (a)

388,100

9,069,897

Multi-Utilities - 0.4%

CMS Energy Corp. (a)

193,300

3,133,393

Duke Energy Corp.

72,400

2,296,528

5,429,921

TOTAL UTILITIES

24,646,718

TOTAL COMMON STOCKS

(Cost $772,358,048)

921,252,050

Preferred Stocks - 13.0%

Convertible Preferred Stocks - 3.7%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.3%

General Motors Corp.:

Series A, 4.50%

41,400

1,035,000

Series C, 6.25%

98,500

2,217,235

3,252,235

Media - 0.0%

Emmis Communications Corp. Series A, 6.25%

10,100

401,071

TOTAL CONSUMER DISCRETIONARY

3,653,306

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

ENERGY - 1.3%

Oil, Gas & Consumable Fuels - 1.3%

Chesapeake Energy Corp.:

4.50%

20,500

$ 2,085,875

6.25%

8,000

2,246,720

El Paso Corp. 4.99%

10,000

12,988,987

17,321,582

FINANCIALS - 0.2%

Diversified Financial Services - 0.1%

Carriage Services Capital Trust 7.00% TIDES

45,000

1,845,000

Real Estate Investment Trusts - 0.1%

HRPT Properties Trust 6.50% (a)

40,000

1,045,920

TOTAL FINANCIALS

2,890,920

INDUSTRIALS - 0.2%

Road & Rail - 0.2%

Kansas City Southern:

4.25%

1,370

1,239,182

5.125%

1,000

1,176,950

2,416,132

MATERIALS - 0.8%

Chemicals - 0.6%

Celanese Corp. 4.25%

252,600

7,997,316

Containers & Packaging - 0.1%

Owens-Illinois, Inc. 4.75%

63,510

2,337,168

Metals & Mining - 0.1%

Freeport-McMoRan Copper & Gold, Inc. 5.50%

1,050

1,466,594

TOTAL MATERIALS

11,801,078

UTILITIES - 0.9%

Electric Utilities - 0.5%

AES Trust VII 6.00%

140,500

6,884,500

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

UTILITIES - continued

Independent Power Producers & Energy Traders - 0.4%

NRG Energy, Inc.:

4.00% (d)

3,900

$ 5,890,599

Series A, 5.75%

1,000

273,100

6,163,699

TOTAL UTILITIES

13,048,199

TOTAL CONVERTIBLE PREFERRED STOCKS

51,131,217

Nonconvertible Preferred Stocks - 9.3%

CONSUMER DISCRETIONARY - 0.1%

Household Durables - 0.1%

Hovnanian Enterprises, Inc. Series A, 7.625%

40,000

979,600

CONSUMER STAPLES - 0.1%

Food Products - 0.1%

H.J. Heinz Finance Co. 6.226%

10

1,024,500

ENERGY - 0.2%

Oil, Gas & Consumable Fuels - 0.2%

Apache Corp. (depositary shares) Series B, 5.68%

9,875

982,563

Devon Energy Corp. 6.49%

13,750

1,400,781

2,383,344

FINANCIALS - 6.1%

Capital Markets - 1.4%

Bear Stearns Companies, Inc.:

Series E, 6.155%

15,000

759,750

Series G, 5.49%

15,000

723,900

Goldman Sachs Group, Inc.:

Series A, 3.9106%

120,000

3,156,000

Series C, 4.9931%

40,000

1,042,400

Series D

160,000

4,192,000

Lehman Brothers Holdings, Inc. (depositary shares) Series F, 6.50%

169,015

4,360,587

Merrill Lynch & Co., Inc. Series H, 3.97%

120,000

3,060,000

Morgan Stanley Capital Trust IV 6.60%

80,000

2,056,000

19,350,637

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Commercial Banks - 1.0%

ABN AMRO Capital Funding Trust V 5.90%

20,000

$ 493,200

ABN Amro Capital Funding Trust VII 6.08%

40,400

1,018,484

Barclays Bank PLC Series 2, 6.625%

40,000

1,046,000

First Tennessee Bank NA, Memphis 3.90% (d)

5,000

5,175,000

Keycorp Capital IX 6.75%

40,000

1,010,000

Santander Finance Preferred SA Unipersonal:

6.41%

69,400

1,728,060

6.80% (d)

80,000

2,048,000

U.S. Bancorp, Delaware Series B, 0.00%

40,000

1,042,000

13,560,744

Consumer Finance - 0.5%

HSBC USA, Inc.:

Series G, 4.9175%

80,000

2,088,800

Series H, 6.50%

40,000

1,064,000

SLM Corp.:

4.07%

10,000

1,037,500

Series A, 6.97%

43,400

2,363,564

6,553,864

Diversified Financial Services - 0.5%

Bank of America Corp.:

Series D

20,000

526,400

Series E

40,000

1,005,600

CIT Group, Inc. Series B, 5.189%

15,000

1,504,950

Citigroup Capital XVI Series C, 6.45%

120,000

3,012,000

Deutsche Bank Capital Funding Trust VIII 6.375%

40,000

1,028,000

7,076,950

Insurance - 0.1%

MetLife, Inc. Series A, 4.39%

40,000

1,046,000

Real Estate Investment Trusts - 0.4%

Apartment Investment & Management Co. Series V, 8.00%

79,000

2,034,250

Duke Realty Corp. (depositary shares) Series K, 6.50%

95,800

2,402,664

Host Hotels & Resorts, Inc. Series E, 8.875%

20,000

551,400

Vornado Realty Trust Series E, 7.00%

40,000

1,040,000

6,028,314

Thrifts & Mortgage Finance - 2.2%

Countrywide Capital V 7.00%

80,000

2,020,000

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Fannie Mae:

5.10%

11,400

$ 477,375

7.00%

42,200

2,270,360

Series H, 5.81%

71,200

3,552,880

Series L, 5.125%

90,900

4,272,300

Series N, 5.50%

71,650

3,489,355

Freddie Mac:

5.90%

40,000

1,038,000

Series F, 5.00%

58,500

2,705,625

Series H, 5.10%

10,300

479,980

Series K, 5.79%

35,200

1,837,440

Series O, 5.81%

19,500

1,004,250

Series R, 5.70%

97,000

4,762,700

Series S, adj. rate

10,000

523,200

Series T 6.42%

10,000

545,000

Sovereign Bancorp, Inc. Series C, 7.30%

80,000

2,224,000

31,202,465

TOTAL FINANCIALS

84,818,974

MATERIALS - 0.1%

Chemicals - 0.1%

E.I. du Pont de Nemours & Co. Series B, 4.50%

9,900

856,350

Metals & Mining - 0.0%

Alcoa, Inc. 3.75%

6,400

472,960

TOTAL MATERIALS

1,329,310

UTILITIES - 2.7%

Electric Utilities - 2.4%

Alabama Power Co.:

5.20%

120,000

2,889,600

5.30%

88,600

2,210,570

Baltimore Gas & Electric Co. Series 1993, 6.70%

10,000

1,033,750

Duquesne Light Co. 6.50%

106,050

5,355,525

Entergy Louisiana LLC 6.95%

7,500

746,250

FPL Group Capital Trust I 5.875%

20,000

488,200

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

UTILITIES - continued

Electric Utilities - continued

Pacific Gas & Electric Co.:

Series A, 5.00%

16,900

$ 376,025

Series B, 5.50%

61,900

1,519,645

Series D 5.00%

69,200

1,532,780

PPL Electric Utilities Corp. 6.25%

80,000

2,116,000

Southern California Edison Co.:

4.78%

46,500

1,029,975

5.349%

40,000

4,050,000

6.125%

35,000

3,640,000

Series B, 4.08%

27,271

524,967

Series C:

4.24%

94,600

1,787,940

6.00%

20,000

2,000,000

Series D, 4.32%

70,000

1,393,000

32,694,227

Independent Power Producers & Energy Traders - 0.0%

Heco Capital Trust III 6.50%

12,000

302,760

Multi-Utilities - 0.3%

Consolidated Edison Co. of New York, Inc. Series A, 5.00%

28,705

2,596,367

San Diego Gas & Electric Co. 1.70%

67,548

1,758,362

4,354,729

TOTAL UTILITIES

37,351,716

TOTAL NONCONVERTIBLE PREFERRED STOCKS

127,887,444

TOTAL PREFERRED STOCKS

(Cost $169,816,748)

179,018,661

Money Market Funds - 6.5%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 5.35% (b)
(Cost $88,981,514)

88,981,514

$ 88,981,514

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $1,216,847,889)

1,387,407,083

NET OTHER ASSETS - (0.7)%

(9,077,038)

NET ASSETS - 100%

$ 1,378,330,045

Security Type Abbreviations

TIDES -

Term Income Deferred
Equity Securities

Legend

(a) Non-income producing

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

(c) 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) 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 $61,661,835 or 4.5% of net assets.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate 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

Fidelity Cash Central Fund

$ 3,249,017

Fidelity Securities Lending Cash Central Fund

51,351

Total

$ 3,300,368

Other Information

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

AAA,AA,A

1.9%

BBB

1.5%

BB

2.6%

B

2.7%

CCC,CC,C

1.6%

Not Rated

4.1%

Equities

79.8%

Short-Term Investments and Net Other Assets

5.8%

100.0%

We have used ratings from Moody's Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ratings. Percentages are adjusted for the effect of futures contracts, if applicable.

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

United States of America

89.2%

Bermuda

2.5%

Cayman Islands

2.1%

Singapore

1.1%

Others (individually less than 1%)

5.1%

100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

November 30, 2006

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $1,127,866,375)

$ 1,298,425,569

Fidelity Central Funds (cost $88,981,514)

88,981,514

Total Investments (cost $1,216,847,889)

$ 1,387,407,083

Cash

47

Receivable for investments sold

16,147,882

Receivable for fund shares sold

2,347,267

Dividends receivable

1,340,393

Interest receivable

1,594,639

Other receivables

23,825

Total assets

1,408,861,136

Liabilities

Payable for investments purchased

$ 27,918,850

Payable for fund shares redeemed

1,487,938

Accrued management fee

637,172

Distribution fees payable

143,036

Other affiliated payables

245,895

Other payables and accrued expenses

98,200

Total liabilities

30,531,091

Net Assets

$ 1,378,330,045

Net Assets consist of:

Paid in capital

$ 1,131,281,652

Undistributed net investment income

4,371,372

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

72,129,753

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

170,547,268

Net Assets

$ 1,378,330,045

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

November 30, 2006

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($70,083,256 ÷ 5,132,404 shares)

$ 13.66

Maximum offering price per share (100/94.25 of $13.66)

$ 14.49

Class T:
Net Asset Value
and redemption price per share
($119,834,346 ÷ 8,786,457 shares)

$ 13.64

Maximum offering price per share (100/96.50 of $13.64)

$ 14.13

Class B:
Net Asset Value
and offering price per share
($23,992,457 ÷ 1,763,110 shares)A

$ 13.61

Class C:
Net Asset Value
and offering price per share
($75,300,889 ÷ 5,532,242 shares)A

$ 13.61

Strategic Dividend and Income:
Net Asset Value
, offering price and redemption price per
share ($1,075,348,259 ÷ 78,520,803 shares)

$ 13.70

Institutional Class:
Net Asset Value
, offering price and redemption price per
share ($13,770,838 ÷ 1,006,276 shares)

$ 13.68

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

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

Annual Report

Statement of Operations

Year ended November 30, 2006

Investment Income

Dividends

$ 23,830,075

Interest

5,031,742

Income from Fidelity Central Funds

3,300,368

Total income

32,162,185

Expenses

Management fee

$ 6,835,128

Transfer agent fees

2,267,385

Distribution fees

1,438,280

Accounting and security lending fees

413,694

Custodian fees and expenses

64,831

Independent trustees' compensation

4,468

Registration fees

115,137

Audit

48,141

Legal

22,215

Interest

5,328

Miscellaneous

51,182

Total expenses before reductions

11,265,789

Expense reductions

(65,588)

11,200,201

Net investment income (loss)

20,961,984

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $2,605)

74,081,652

Foreign currency transactions

(23,442)

Total net realized gain (loss)

74,058,210

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $13,035)

71,875,386

Assets and liabilities in foreign currencies

1,109

Total change in net unrealized appreciation (depreciation)

71,876,495

Net gain (loss)

145,934,705

Net increase (decrease) in net assets resulting from operations

$ 166,896,689

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Year ended
November 30, 2006

Year ended
November 30, 2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 20,961,984

$ 14,989,949

Net realized gain (loss)

74,058,210

18,712,281

Change in net unrealized appreciation (depreciation)

71,876,495

59,561,296

Net increase (decrease) in net assets resulting
from operations

166,896,689

93,263,526

Distributions to shareholders from net investment income

(19,594,724)

(14,194,615)

Distributions to shareholders from net realized gain

(10,685,905)

-

Total distributions

(30,280,629)

(14,194,615)

Share transactions - net increase (decrease)

245,540,386

335,336,361

Total increase (decrease) in net assets

382,156,446

414,405,272

Net Assets

Beginning of period

996,173,599

581,768,327

End of period (including undistributed net investment income of $4,371,372 and undistributed net investment income of $3,125,667, respectively)

$ 1,378,330,045

$ 996,173,599

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

Annual Report

Financial Highlights - Class A

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.18

$ 11.09

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.19

.18

.16

Net realized and unrealized gain (loss)

1.61

1.10

1.04

Total from investment operations

1.80

1.28

1.20

Distributions from net investment income

(.19)

(.19)

(.11)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.32)

(.19)

(.11)

Net asset value, end of period

$ 13.66

$ 12.18

$ 11.09

Total Return B, C, D

15.01%

11.63%

12.01%

Ratios to Average Net Assets F, I

Expenses before reductions

1.14%

1.16%

1.20% A

Expenses net of fee waivers, if any

1.14%

1.16%

1.20% A

Expenses net of all reductions

1.14%

1.13%

1.17% A

Net investment income (loss)

1.52%

1.60%

1.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 70,083

$ 38,886

$ 21,985

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Class T

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.17

$ 11.08

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.17

.16

.13

Net realized and unrealized gain (loss)

1.59

1.09

1.04

Total from investment operations

1.76

1.25

1.17

Distributions from net investment income

(.16)

(.16)

(.09)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.29)

(.16)

(.09)

Net asset value, end of period

$ 13.64

$ 12.17

$ 11.08

Total Return B, C, D

14.70%

11.43%

11.75%

Ratios to Average Net Assets F, I

Expenses before reductions

1.35%

1.38%

1.45% A

Expenses net of fee waivers, if any

1.35%

1.38%

1.45% A

Expenses net of all reductions

1.35%

1.35%

1.42% A

Net investment income (loss)

1.31%

1.38%

1.43% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 119,834

$ 79,920

$ 36,526

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Class B

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.14

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.09

.09

.09

Net realized and unrealized gain (loss)

1.59

1.09

1.03

Total from investment operations

1.68

1.18

1.12

Distributions from net investment income

(.08)

(.10)

(.06)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.21)

(.10)

(.06)

Net asset value, end of period

$ 13.61

$ 12.14

$ 11.06

Total Return B, C, D

14.05%

10.73%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.96%

1.96%

1.99% A

Expenses net of fee waivers, if any

1.96%

1.95%

1.95% A

Expenses net of all reductions

1.96%

1.93%

1.92% A

Net investment income (loss)

.70%

.81%

.92% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 23,992

$ 19,744

$ 13,457

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Class C

Years ended November 30,

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.15

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.10

.10

.09

Net realized and unrealized gain (loss)

1.58

1.09

1.03

Total from investment operations

1.68

1.19

1.12

Distributions from net investment income

(.09)

(.10)

(.06)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.22)

(.10)

(.06)

Net asset value, end of period

$ 13.61

$ 12.15

$ 11.06

Total Return B, C, D

14.05%

10.85%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.89%

1.90%

1.94% A

Expenses net of fee waivers, if any

1.89%

1.90%

1.94% A

Expenses net of all reductions

1.88%

1.87%

1.92% A

Net investment income (loss)

.78%

.86%

.93% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 75,301

$ 49,713

$ 28,795

Portfolio turnover rate G

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Strategic Dividend and Income

Years ended November 30,

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.22

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.24

.22

.19

Net realized and unrealized gain (loss)

1.60

1.11

1.04

Total from investment operations

1.84

1.33

1.23

Distributions from net investment income

(.23)

(.22)

(.12)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.36)

(.22)

(.12)

Net asset value, end of period

$ 13.70

$ 12.22

$ 11.11

Total Return B, C

15.33%

12.08%

12.32%

Ratios to Average Net Assets E, H

Expenses before reductions

.80%

.82%

.90% A

Expenses net of fee waivers, if any

.80%

.82%

.90% A

Expenses net of all reductions

.79%

.79%

.87% A

Net investment income (loss)

1.87%

1.94%

1.98% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,075,348

$ 798,113

$ 476,032

Portfolio turnover rate F

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.21

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.23

.22

.19

Net realized and unrealized gain (loss)

1.59

1.10

1.04

Total from investment operations

1.82

1.32

1.23

Distributions from net investment income

(.22)

(.22)

(.12)

Distributions from net realized gain

(.13)

-

-

Total distributions

(.35)

(.22)

(.12)

Net asset value, end of period

$ 13.68

$ 12.21

$ 11.11

Total Return B, C

15.24%

11.98%

12.38%

Ratios to Average Net Assets E, H

Expenses before reductions

.82%

.83%

.88% A

Expenses net of fee waivers, if any

.82%

.83%

.88% A

Expenses net of all reductions

.82%

.81%

.85% A

Net investment income (loss)

1.84%

1.93%

2.00% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 13,771

$ 9,798

$ 4,973

Portfolio turnover rate F

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 23, 2003 (commencement of operations) to November 30, 2004.

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2006

1. Significant Accounting Policies.

Fidelity Strategic Dividend & Income 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 B, Class C, Strategic Dividend & Income, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

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

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund

Annual Report

1. Significant Accounting Policies - continued

Investment Transactions and Income - continued

estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. 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.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim 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 foreign currency transactions, passive foreign investment companies (PFIC), market discount and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 180,327,420

Unrealized depreciation

(12,101,011)

Net unrealized appreciation (depreciation)

168,226,409

Undistributed ordinary income

6,925,686

Undistributed long-term capital gain

63,595,262

Cost for federal income tax purposes

$ 1,219,180,674

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

November 30, 2006

November 30, 2005

Ordinary Income

$ 19,594,724

$ 14,194,615

Long-term Capital Gains

10,685,905

-

Total

$ 30,280,629

$ 14,194,615

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

2. Operating Policies.

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

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of

Annual Report

2. Operating Policies - continued

Restricted Securities - continued

these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,623,471,419 and $1,440,513,795, respectively.

4. 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 a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .56% of the Fund's average net assets.

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 131,994

$ 3,829

Class T

.25%

.25%

488,194

27,702

Class B

.75%

.25%

206,600

155,348

Class C

.75%

.25%

611,492

170,452

$ 1,438,280

$ 357,331

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) 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

$ 101,404

Class T

40,021

Class B*

35,066

Class C*

7,583

$ 184,074

* 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, except for Strategic Dividend & Income. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Strategic Dividend & Income shares. FIIOC and FSC receive 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 and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets

Class A

$ 141,182

.27

Class T

224,910

.23

Class B

70,224

.34

Class C

160,748

.26

Strategic Dividend and Income

1,647,958

.17

Institutional Class

22,363

.20

$ 2,267,385

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. FSC 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.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds 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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. 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 EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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.

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 $12,265 for the period.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $3,149 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $51,351.

7. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $11,495,000. The weighted average interest rate was 5.56%. At period end, there were no bank borrowings outstanding.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $60,975 for the period. In addition, through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Strategic Dividend and Income

$ 4,613

Annual Report

9. Other.

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

During the period, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the Fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. In addition, subsequent to period-end, FMR has reimbursed related legal expenses. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets.

Annual Report

Notes to Financial Statements - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,

2006

2005

From net investment income

Class A

$ 755,007

$ 475,907

Class T

1,207,524

830,178

Class B

136,347

141,821

Class C

455,492

339,138

Strategic Dividend and Income

16,844,509

12,270,157

Institutional Class

195,845

137,414

Total

$ 19,594,724

$ 14,194,615

From net realized gain

Class A

$ 422,135

$ -

Class T

869,186

-

Class B

212,465

-

Class C

535,091

-

Strategic Dividend and Income

8,542,657

-

Institutional Class

104,371

-

Total

$ 10,685,905

$ -

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Years ended November 30,

2006

2005

2006

2005

Class A

Shares sold

2,652,278

1,768,977

$ 33,771,371

$ 20,345,648

Reinvestment of distributions

74,313

30,595

927,356

349,961

Shares redeemed

(785,506)

(589,953)

(9,972,783)

(6,809,260)

Net increase (decrease)

1,941,085

1,209,619

$ 24,725,944

$ 13,886,349

Class T

Shares sold

3,093,279

3,882,259

$ 39,401,358

$ 44,416,238

Reinvestment of distributions

142,542

59,648

1,774,211

681,858

Shares redeemed

(1,016,565)

(669,970)

(12,945,160)

(7,729,006)

Net increase (decrease)

2,219,256

3,271,937

$ 28,230,409

$ 37,369,090

Class B

Shares sold

651,095

744,114

$ 8,286,669

$ 8,505,041

Reinvestment of distributions

22,168

9,782

273,978

111,311

Shares redeemed

(535,951)

(344,455)

(6,733,248)

(3,964,823)

Net increase (decrease)

137,312

409,441

$ 1,827,399

$ 4,651,529

Class C

Shares sold

2,077,679

2,014,501

$ 26,455,087

$ 23,123,712

Reinvestment of distributions

59,230

19,942

735,267

227,493

Shares redeemed

(696,643)

(545,060)

(8,845,742)

(6,287,937)

Net increase (decrease)

1,440,266

1,489,383

$ 18,344,612

$ 17,063,268

Strategic Dividend and Income

Shares sold

36,957,213

36,814,600

$ 472,572,702

$ 424,067,244

Reinvestment of distributions

1,804,449

944,881

22,539,587

10,819,574

Shares redeemed

(25,574,480)

(15,256,951)

(325,330,308)

(176,595,063)

Net increase (decrease)

13,187,182

22,502,530

$ 169,781,981

$ 258,291,755

Institutional Class

Shares sold

358,059

398,296

$ 4,585,437

$ 4,580,059

Reinvestment of distributions

10,004

5,438

124,626

62,299

Shares redeemed

(164,319)

(48,869)

(2,080,022)

(567,988)

Net increase (decrease)

203,744

354,865

$ 2,630,041

$ 4,074,370

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Strategic Dividend & Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Strategic Dividend & Income Fund (a fund of Fidelity Financial Trust) at November 30, 2006, 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 three years in the period then ended, 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 Strategic Dividend & Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 18, 2007

Annual Report

Trustees and Officers

The Trustees, Member 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, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

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

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1982

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

* 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 Occupation

Dennis J. Dirks (58)

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) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

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

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

James H. Keyes (66)

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Marie L. Knowles (60)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

William O. McCoy (73)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Financial Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Walter C. Donovan (44)

Year of Election or Appointment: 2005

Vice President of the fund. Mr. Donovan also serves as Vice President of Fidelity's High Income Funds (2005-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).

Robert A. Lawrence (54)

Year of Election or Appointment: 2006

Vice President of the fund. Mr. Lawrence also serves as Vice President of the High Income Funds. Mr. Lawrence is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present). Previously, Mr. Lawrence served as President of Fidelity Strategic Investments (2002-2005).

Christopher L. Sharpe (38)

Year of Election or Appointment: 2005
Vice President of the fund. Mr. Sharpe also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Sharpe worked as an associate investment policy officer for John Hancock Financial Services, Inc. in Boston. From 1990 to 2000 he was with William M. Mercer, Inc. in Boston. Mr. Sharpe also serves as Vice President of FMR (2006) and FMR Co., Inc. (2006).

Derek L. Young (42)

Year of Election or Appointment: 2005
Vice President of the fund. Mr. Young also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Young worked as director of Risk Management, senior vice president of Strategic Services and portfolio manager. Mr. Young also serves as Vice President of FMR and FMR Co., Inc (2004).

Eric D. Roiter (58)

Year of Election or Appointment: 2003

Secretary of the fund. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of the fund. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of the fund. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of the fund. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of the fund. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of 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), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of the fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (42)

Year of Election or Appointment: 2007

President and Treasurer of the fund. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of the fund. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (39)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 2003

Assistant Treasurer of the fund. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of the fund. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2003

Assistant Treasurer of the fund. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (41)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

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

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class:

12/18/2006

12/15/2006

$ 0.065

$0.61

Institutional Class:

01/08/2007

01/05/2007

$ -

$0.05

The fund hereby designates as capital gain dividend with respect to the taxable year ended November 30, 2006, $63,595,262 or, if subsequently determined to be different, the net capital gain of such year.

A total of .17% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Institutional Class designates 28%, 95%, 95%, and 93% of the dividends distributed in December 2005 and April, July and October 2006, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 41%, 99%, 99% and 96% of the dividends distributed in December 2005, April, July, and October 2006, 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 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on September 20, 2006. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

10,327,434,641.22

95.770

Withheld

456,199,004.95

4.230

TOTAL

10,783,633,646.17

100.000

Albert R. Gamper, Jr.

Affirmative

10,322,116,523.07

95.720

Withheld

461,517,123.10

4.280

TOTAL

10,783,633,646.17

100.000

Robert M. Gates

Affirmative

10,288,766,799.53

95.411

Withheld

494,866,846.64

4.589

TOTAL

10,783,633,646.17

100.000

George H. Heilmeier

Affirmative

10,298,619,061.42

95.502

Withheld

485,014,584.75

4.498

TOTAL

10,783,633,646.17

100.000

Edward C. Johnson 3d

Affirmative

10,257,561,582.55

95.122

Withheld

526,072,063.62

4.878

TOTAL

10,783,633,646.17

100.000

Stephen P. Jonas

Affirmative

10,317,222,628.79

95.675

Withheld

466,411,017.38

4.325

TOTAL

10,783,633,646.17

100.000

James H. Keyes B

Affirmative

10,318,195,711.25

95.684

Withheld

465,437,934.92

4.316

TOTAL

10,783,633,646.17

100.000

# of
Votes

% of
Votes

Marie L. Knowles

Affirmative

10,317,835,129.19

95.681

Withheld

465,798,516.98

4.319

TOTAL

10,783,633,646.17

100.000

Ned C. Lautenbach

Affirmative

10,317,039,890.90

95.673

Withheld

466,593,755.27

4.327

TOTAL

10,783,633,646.17

100.000

William O. McCoy

Affirmative

10,278,036,936.38

95.311

Withheld

505,596,709.79

4.689

TOTAL

10,783,633,646.17

100.000

Robert L. Reynolds

Affirmative

10,320,662,459.03

95.707

Withheld

462,971,187.14

4.293

TOTAL

10,783,633,646.17

100.000

Cornelia M. Small

Affirmative

10,329,731,930.45

95.791

Withheld

453,901,715.72

4.209

TOTAL

10,783,633,646.17

100.000

William S. Stavropoulos

Affirmative

10,298,039,656.66

95.497

Withheld

485,593,989.51

4.503

TOTAL

10,783,633,646.17

100.000

Kenneth L. Wolfe

Affirmative

10,310,583,687.33

95.613

Withheld

473,049,958.84

4.387

TOTAL

10,783,633,646.17

100.000

A Denotes trust-wide proposal and voting results.

B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Strategic Dividend & Income Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. 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 management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the 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 determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by the Board. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2005, the total returns of Class C and Fidelity Strategic Dividend & Income (retail class), the total return of a proprietary custom index ("benchmark"), and a range of 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 Class C and Fidelity Strategic Dividend & Income (retail class) represent the performance of classes with the highest and lowest 12b-1 fees, respectively (not necessarily with the highest and lowest total expenses). The box within the chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper 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 the chart correspond to the percentile box and represent the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom index is an index developed by FMR that represents the performance of the fund's four general investment categories according to their respective weightings in the fund's neutral mix.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Strategic Dividend & Income Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of Fidelity Strategic Dividend & Income (retail class) was in the first quartile for the period shown. The Board also stated that the relative investment performance of Fidelity Strategic Dividend & Income (retail class) compared favorably to its benchmark for the period shown. 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 stated that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent launch. The Board also reviewed the fund's relative investment performance against a peer group defined by Morningstar.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board noted with favor FMR's reorganization of its senior management team in 2005 and FMR's dedication of additional resources to investment research, and participated in the process that led to those changes.

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

Annual Report

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

The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 21% means that 79% 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Strategic Dividend & Income Fund

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 2005.

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

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses 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 expenses of each of Class A, Class B, Class C, Institutional Class and Fidelity Strategic Dividend & Income (retail class) ranked below its competitive median for 2005, and the total expenses of Class T ranked above its competitive median for 2005. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

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

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

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

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Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

ASDII-UANN-0107
1.802531.102

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

Item 2. Code of Ethics

As of the end of the period, November 30, 2006, 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 Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit Fees billed by PricewaterhouseCoopers LLP (PwC) for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for the Fidelity Convertible Securities Fund, Fidelity Equity-Income II Fund, Fidelity Independence Fund and Fidelity Strategic Dividend & Income Fund (the funds) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund

2006A

2005A

Fidelity Convertible Securities Fund

$73,000

$66,000

Fidelity Equity-Income II Fund

$96,000

$96,000

Fidelity Independence Fund

$67,000

$64,000

Fidelity Strategic Dividend & Income Fund

$40,000

$33,000

All funds in the Fidelity Group of Funds audited by PwC

 

$13,500,000

 

$12,100,000

A

Aggregate amounts may reflect rounding.

(b) Audit-Related Fees.

In each of the fiscal years ended November 30, 2006 and November 30, 2005 the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund

2006A

2005A

Fidelity Convertible Securities Fund

$0

$0

Fidelity Equity-Income II Fund

$0

$0

Fidelity Independence Fund

$0

$0

Fidelity Strategic Dividend & Income Fund

$0

$0

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit-Related Fees that were billed by PwC that were required to be approved by the Audit Committee for services 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") for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By

2006A

2005A

PwC

$0

$0

A

Aggregate amounts may reflect rounding.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(c) Tax Fees.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.

Fund

2006A

2005A

Fidelity Convertible Securities Fund

$3,600

$3,400

Fidelity Equity-Income II Fund

$3,600

$3,400

Fidelity Independence Fund

$3,600

$3,400

Fidelity Strategic Dividend & Income Fund

$2,600

$2,200

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Tax Fees billed by PwC that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2006A

2005A

PwC

$0

$0

A

Aggregate amounts may reflect rounding.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the funds is shown in the table below.

Fund

2006A

2005A

Fidelity Convertible Securities Fund

$2,600

$2,900

Fidelity Equity-Income II Fund

$9,800

$12,200

Fidelity Independence Fund

$4,500

$5,300

Fidelity Strategic Dividend & Income Fund

$2,000

$2,000

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Other Fees billed by PwC that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2006A

2005A

PwC

$145,000

$170,000

A

Aggregate amounts may reflect rounding.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.

(e) (1)

Audit Committee Pre-Approval Policies and Procedures:

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. 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 trust's 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. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, 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. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

(e) (2)

Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

 

Audit-Related Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

Tax Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

(f) Not applicable.

(g) For the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate fees billed by PwC of $1,320,000A and $1,275,000A,B for non-audit services rendered on behalf of 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 Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

 

2006A

2005A

Covered Services

$180,000

$200,000

Non-Covered Services

$1,140,000

$1,075,000B

A

Aggregate amounts may reflect rounding.

B

Reflects current period presentation.

(h) The trust's Audit Committee has considered Non-Covered 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 Independence Standards Board Standard No.1, regarding its independence from the funds and their related entities.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

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/Kimberley Monasterio

 

Kimberley Monasterio

 

President and Treasurer

 

 

Date:

January 24, 2007

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/Kimberley Monasterio

 

Kimberley Monasterio

 

President and Treasurer

 

 

Date:

January 24, 2007

By:

/s/Joseph B. Hollis

 

Joseph B. Hollis

 

Chief Financial Officer

 

 

Date:

January 24, 2007