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 811-3785

Fidelity Advisor Series I
(Exact name of registrant as specified in charter)

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

Scott C. Goebel, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

October 31

 

 

Date of reporting period:

October 31, 2010

Item 1. Reports to Stockholders

(Fidelity Investment logo)(registered trademark)
Fidelity AdvisorSM
Floating Rate High Income
Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio 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 financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Equities have staged a rally in the second half of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remain about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

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

Average Annual Total Returns

Periods ended October 31, 2010

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 2.75% sales charge)

5.96%

3.91%

4.04%

  Class T (incl. 2.75% sales charge)

5.87%

3.89%

3.97%

  Class B (incl. contingent deferred sales charge) A

4.80%

3.68%

3.91%

  Class C (incl. contingent deferred sales charge) B

7.05%

3.73%

3.62%

A Class B shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 3.5%, 1.5%, and 0%, respectively.

B Class C shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Floating Rate High Income Fund - Class A on October 31, 2000, and the current 2.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the S&P/Loan Syndications and Trading Association Leveraged Performing Loan Index performed over the same period.

fid62

Annual Report

Management's Discussion of Fund Performance

Market Recap: An expanding U.S. economy, declining default rates and favorable supply/demand dynamics - including a contracting pool of outstanding loans and strong investor cash flows - buoyed the leveraged-loan market for the 12 months ending October 31, 2010. The S&P®/LSTA Leveraged Performing Loan Index gained 11.40% for the period. From a technical perspective, a supply/demand imbalance led to stronger prices. Asset flows into leveraged-loan funds were robust, repayments continued throughout the period and new issuance, while picking up year over year, was outstripped by demand from both retail and crossover investors such as hedge funds and others seeking relative value. The performing loan market ended October 2010 with $452 billion outstanding, up about 2% from year-end 2009, but down 17% since the end of 2008. Business fundamentals provided a tail wind in the first quarter of 2010, but dissipated in the second quarter in advance of the Federal Reserve Board's widely anticipated announcement of a second round of monetary easing. Additionally, the default rate on leveraged loans continued to decline from its peak of 10.8% in November 2009 to 2.3% by period end - a 23-month low - as plentiful liquidity allowed issuers to push out maturities, secure covenant relief and raise additional capital.

Comments from Christine McConnell, Portfolio Manager of Fidelity AdvisorSM Floating Rate High Income Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 8.96%, 8.87%, 8.30% and 8.05%, respectively (excluding sales charges), lagging the S&P/LSTA index. The fund's conservative bias toward larger-cap, higher-credit-quality issues hurt, as smaller-cap, lower-quality issues outperformed during the period. On an industry basis, the biggest drags on performance came from metals/mining, industrial equipment, leisure and chemicals/plastics. Notable individual detractors were cable and entertainment giant Cablevision Systems and out-of-benchmark positions in Freeport-McMoRan Copper & Gold and German health care holding company Fresenius Medical Care. Also detracting was not owning a number of smaller-cap, lower-quality benchmark components that outperformed, including chemical producer Hexion, which merged with Momentive Performance Materials Holdings in October. Our cash position also hurt. Contributors included an underweighting in the business equipment/services and publishing industries, as well as good security selection in the latter, with holdings in yellow pages publisher R.H. Donnelley faring well. Investments in a variety of telecom and media companies boosted performance, led by mobile broadband builder/operator Clearwire and radio/billboard giant Clear Channel Communications. Some of these names were sold from the fund prior to period end.

Comments from Christine McConnell, Portfolio Manager of Fidelity AdvisorSM Floating Rate High Income Fund: For the year ending October 31, 2010, the fund's Institutional Class shares returned 9.27%, lagging the S&P/LSTA index. The fund's conservative bias toward larger-cap, higher-credit-quality issues hurt, as smaller-cap, lower-quality issues outperformed during the period. On an industry basis, the biggest drags on performance came from metals/mining, industrial equipment, leisure and chemicals/plastics. Notable individual detractors were cable and entertainment giant Cablevision Systems and out-of-benchmark positions in Freeport-McMoRan Copper & Gold and German health care holding company Fresenius Medical Care. Also detracting was not owning a number of smaller-cap, lower-quality benchmark components that outperformed, including chemical producer Hexion, which merged with Momentive Performance Materials Holdings in October. Our cash position also hurt. Contributors included an underweighting in the business equipment/services and publishing industries, as well as good security selection in the latter, with holdings in yellow pages publisher R.H. Donnelley faring well. Investments in a variety of telecom and media companies boosted performance, led by mobile broadband builder/operator Clearwire and radio/billboard giant Clear Channel Communications. Some of these names were sold from the fund prior to period end.

Annual Report

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

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

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2010

Ending
Account Value
October 31, 2010

Expenses Paid
During Period
*
May 1, 2010
to October 31, 2010

Class A

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 1,026.30

$ 5.21

HypotheticalA

 

$ 1,000.00

$ 1,020.06

$ 5.19

Class T

1.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,025.30

$ 5.16

HypotheticalA

 

$ 1,000.00

$ 1,020.11

$ 5.14

Class B

1.54%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.60

$ 7.85

HypotheticalA

 

$ 1,000.00

$ 1,017.44

$ 7.83

Class C

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,021.50

$ 8.92

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Fidelity Floating Rate High Income Fund

.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,026.80

$ 3.68

HypotheticalA

 

$ 1,000.00

$ 1,021.58

$ 3.67

Institutional Class

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,026.70

$ 3.88

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of October 31, 2010

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

HCA, Inc.

3.3

2.9

Community Health Systems, Inc.

2.8

2.7

Charter Communications Operating LLC

2.5

2.7

Univision Communications, Inc.

1.6

1.7

Reynolds Consumer Products Holdings, Inc.

1.6

0.3

 

11.8

Top Five Market Sectors as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Healthcare

13.8

12.5

Telecommunications

9.1

9.4

Electric Utilities

8.4

8.1

Technology

6.0

5.9

Automotive

5.8

6.2

Quality Diversification (% of fund's net assets)

As of October 31, 2010

As of April 30, 2010

fid64

BBB 5.6%

 

fid64

BBB 5.9%

 

fid67

BB 34.3%

 

fid67

BB 37.3%

 

fid70

B 26.7%

 

fid70

B 29.0%

 

fid73

CCC,CC,C 2.8%

 

fid73

CCC,CC,C 3.7%

 

fid76

D 0.0%

 

fid76

D 0.1%

 

fid79

Not Rated 22.0%

 

fid79

Not Rated 14.6%

 

fid82

Equities 0.8%

 

fid82

Equities 0.8%

 

fid85

Short-Term
Investments and
Net Other Assets 7.8%

 

fid85

Short-Term
Investments and
Net Other Assets 8.6%

 

fid84

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

Asset Allocation (% of fund's net assets)

As of October 31, 2010*

As of April 30, 2010**

fid64

Floating Rate Loans 75.8%

 

fid64

Floating Rate Loans 72.9%

 

fid92

Convertible Bonds 0.0%

 

fid92

Convertible Bonds 0.0%

 

fid70

Nonconvertible
Bonds 15.5%

 

fid70

Nonconvertible
Bonds 17.6%

 

fid73

Foreign Government
& Government
Agency Obligations 0.1%

 

fid73

Foreign Government
& Government
Agency Obligations 0.1%

 

fid79

Common Stocks 0.8%

 

fid79

Common Stocks 0.8%

 

fid85

Short-Term
Investments and
Net Other Assets 7.8%

 

fid85

Short-Term
Investments and
Net Other Assets 8.6%

 

* Foreign investments

7.6%

 

** Foreign investments

6.3%

 

fid86

Amount represents less than 0.1%

Annual Report

Investments October 31, 2010

Showing Percentage of Net Assets

Floating Rate Loans (h) - 75.8%

 

Principal Amount (000s)

Value (000s)

Aerospace - 1.1%

AX Acquisition Corp. Tranche B1, term loan 3.625% 8/15/14 (f)

$ 5,876

$ 5,784

BE Aerospace, Inc. Tranche B, term loan 5% 7/28/14 (f)

2,617

2,649

Sequa Corp. term loan 3.5406% 12/3/14 (f)

35,990

34,146

Spirit Aerosystems, Inc. Tranche B 2LN, term loan 3.5391% 9/30/16 (f)

16,398

16,316

TransDigm, Inc. term loan 2.2691% 6/23/13 (f)

14,340

14,143

Wesco Aircraft Hardware Corp. Tranche 1LN, term loan 2.51% 9/29/13 (f)

4,062

4,042

 

77,080

Air Transportation - 1.1%

Delta Air Lines, Inc.:

Tranche 1LN:

Revolving Credit-Linked Deposit 2.2842% 4/30/12 (f)

14,939

14,752

term loan 8.75% 9/27/13 (f)

3,777

3,815

Tranche 2LN, term loan 3.5391% 4/30/14 (f)

13,915

13,497

Northwest Airlines Corp. Tranche B, term loan 3.79% 12/22/13 (f)

3,742

3,517

United Air Lines, Inc. Tranche B, term loan 2.3125% 2/1/14 (f)

13,878

13,184

US Airways Group, Inc. term loan 2.7884% 3/23/14 (f)

25,712

23,141

 

71,906

Automotive - 3.5%

Dana Holding Corp. term loan 4.5865% 1/31/15 (f)

23,755

23,755

Federal-Mogul Corp.:

Tranche B, term loan 2.1975% 12/27/14 (f)

36,899

32,471

Tranche C, term loan 2.1975% 12/27/15 (f)

18,826

16,426

Ford Motor Co. term loan 3.0375% 12/15/13 (f)

86,192

84,899

Tenneco, Inc.:

Credit-Linked Deposit 5.2569% 3/16/14 (f)

15,750

15,868

Tranche B, term loan 5.0394% 6/3/16 (f)

11,970

12,060

The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 2.21% 4/30/14 (f)

43,500

42,086

TRW Automotive, Inc. Tranche A 2LN, term loan 4.0835% 5/30/15 (f)

5,101

5,159

 

232,724

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Broadcasting - 3.6%

Citadel Broadcasting Corp. term loan 11% 6/3/15 (f)

$ 2,579

$ 2,718

Clear Channel Capital I LLC Tranche B, term loan 3.9053% 1/29/16 (f)

31,498

25,001

Clear Channel Communications, Inc. Tranche A, term loan 3.6563% 7/30/14 (f)

3,000

2,460

FoxCo Acquisition LLC Tranche B, term loan 7.5% 7/14/15 (f)

1,732

1,714

Gray Television, Inc. Tranche B, term loan 3.76% 12/31/14 (f)

2,468

2,394

Nexstar Broadcasting, Inc. term loan 5.0038% 9/30/16 (f)

8,394

8,352

Raycom Media, Inc. Tranche B, term loan 1.8125% 6/25/14 (f)

6,398

5,886

Sinclair Broadcast Group, Inc. Tranche B, term loan 5.5% 10/23/15 (f)

5,909

5,998

Univision Communications, Inc.:

term loan 4.5063% 3/31/17 (f)

65,801

62,511

Tranche 1LN, term loan 2.5063% 9/29/14 (f)

39,201

37,240

VNU, Inc.:

term loan 2.2563% 8/9/13 (f)

6,995

6,907

Tranche B, term loan 4.0063% 5/1/16 (f)

22,897

22,697

Tranche C, term loan 4.0063% 5/1/16 (f)

57,079

56,151

 

240,029

Building Materials - 0.4%

Goodman Global Group, Inc.:

Tranche 1 LN, term loan 5.75% 10/27/16 (f)

22,000

22,248

Tranche 2LN, term loan 9% 10/27/17 (f)

3,540

3,620

 

25,868

Cable TV - 4.6%

CCO Holdings, LLC Tranche 3LN, term loan 2.7553% 9/6/14 (f)

3,000

2,835

Cequel Communications LLC Tranche 1LN, term loan 2.2569% 11/5/13 (f)

20,619

20,388

Charter Communications Operating LLC:

term loan 7.25% 3/6/14 (f)

6,970

7,161

Tranche B 1LN, term loan 2.26% 3/6/14 (f)

99,561

97,819

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Cable TV - continued

CSC Holdings, Inc.:

Tranche B, term loan 2.0063% 3/31/13 (f)

$ 16,968

$ 16,905

Tranche B2, term loan 3.5063% 3/29/16 (f)

6,969

6,934

Tranche B3, term loan 3.2563% 3/29/16 (f)

64,682

63,796

Insight Midwest Holdings LLC Tranche B, term loan 2.0207% 4/6/14 (f)

12,641

12,199

Mediacom Broadband LLC Tranche F, term loan 4.5% 10/23/17 (f)

18,953

18,716

Mediacom LLC:

Tranche D, term loan 5.5% 3/31/17 (f)

2,970

2,940

Tranche E, term loan 4.5% 10/23/17 (f)

5,985

5,835

San Juan Cable, Inc. Tranche 1LN, term loan 2.05% 10/31/12 (f)

4,634

4,541

TWCC Holding Corp. Tranche B, term loan 5% 9/12/15 (f)

11,716

11,760

UPC Broadband Holding BV:

Tranche T, term loan 4.2507% 12/31/16 (f)

17,000

16,575

Tranche X, term loan 4.2507% 12/31/17 (f)

13,008

12,650

Wide Open West Finance LLC Tranche A, term loan 6.7563% 6/28/14 (f)

5,000

4,875

 

305,929

Capital Goods - 2.9%

Ashtead Group PLC term loan 2.0625% 8/31/11 (f)

2,658

2,645

Baldor Electric Co. term loan 5.25% 1/31/14 (f)

5,064

5,115

Bucyrus International, Inc.:

Tranche B, term loan 3.26% 5/4/14 (f)

11,968

12,088

Tranche C, term loan 4.5% 2/19/16 (f)

20,897

21,001

Dresser, Inc.:

Tranche 2LN, term loan 6.1119% 5/4/15 pay-in-kind (f)

15,000

14,925

Tranche B 1LN, term loan 2.6119% 5/4/14 (f)

37,082

36,896

Flowserve Corp. term loan 1.8125% 8/10/12 (f)

32,662

32,581

Polypore, Inc. Tranche B, term loan 2.26% 7/3/14 (f)

1,842

1,815

Rexnord Corp.:

Tranche B A0, term loan 2.5625% 7/19/13 (f)

3,326

3,210

Tranche B, term loan 2.8125% 7/19/13 (f)

6,325

6,167

Sensata Technologies BV term loan 2.0381% 4/27/13 (f)

9,935

9,674

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Capital Goods - continued

Sensus Metering Systems, Inc. Tranche B term loan 2.2717% 12/17/10 (f)

$ 1,134

$ 1,131

SRAM LLC term loan 5.0098% 4/30/15 (f)

1,759

1,759

Tomkins PLC:

Tranche A, term loan 6.5% 9/21/15 (f)

6,000

6,023

Tranche B, term loan 6.75% 9/21/16 (f)

38,000

38,523

 

193,553

Chemicals - 4.7%

Celanese Holdings LLC:

Revolving Credit-Linked Deposit 1.7563% 4/2/13 (f)

5,526

5,416

Tranche C, term loan 3.29% 10/31/16 (f)

35,265

35,399

CF Industries Holdings, Inc. Tranche B1, term loan 4.5% 4/5/15 (f)

30,075

30,376

Charter Communications Operating LLC Tranche C, term loan 3.54% 9/6/16 (f)

58,747

57,719

Chemtura Corp. term loan:

5.5% 8/27/16 (f)

17,000

17,128

6% 2/1/11 (f)

17,370

17,479

Gentek Holding LLC Tranche B, term loan 6.75% 10/6/15 (f)

6,000

6,038

Huntsman International LLC Tranche B, term loan 1.7835% 4/19/14 (f)

24,097

23,554

INEOS US Finance:

Tranche B 2LN, term loan 9.501% 12/16/13 (f)

6,450

6,604

Tranche B, term loan 9.501% 12/16/13 (f)

1,456

1,490

Tranche C 2LN, term loan 10.001% 12/16/14 (f)

6,568

6,724

Tranche C, term loan 10.001% 12/16/14 (f)

1,544

1,581

Lyondell Chemical Co. term loan 5.5% 4/8/16 (f)

25,775

26,020

MacDermid, Inc. Tranche B, term loan 2.2553% 4/12/14 (f)

1,956

1,858

Millennium America/Millennium Inorganic Chemicals Ltd. Tranche 1LN, term loan 2.5394% 5/15/14 (f)

2,000

1,930

Momentive Performance Materials, Inc. Tranche B1, term loan 2.5625% 12/4/13 (f)

19,986

19,636

Nalco Co.:

Tranche B 1LN, term loan 4.5% 10/5/17 (f)

15,505

15,679

Tranche C, term loan 2.5079% 5/13/16 (f)

1,985

1,970

OMNOVA Solutions, Inc. Tranche B, term loan 5.75% 4/25/17 (f)

6,000

6,015

Rockwood Specialties Group, Inc. Tranche H, term loan 6% 5/15/14 (f)

7,475

7,494

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Chemicals - continued

Solutia, Inc. Tranche B, term loan 4.75% 3/17/17 (f)

$ 14,259

$ 14,349

Tronox, Inc. Tranche B, term loan 7% 12/31/10 (f)

7,000

7,026

 

311,485

Consumer Products - 1.9%

Herbalife International, Inc. term loan 1.76% 7/21/13 (f)

1,662

1,637

Jarden Corp.:

Tranche B 5LN, term loan 3.5394% 1/26/15 (f)

3,065

3,084

Tranche B4, term loan 3.5394% 1/26/15 (f)

5,830

5,859

Revlon Consumer Products Corp. term loan 6% 3/11/15 (f)

9,950

9,950

Reynolds Consumer Products Holdings, Inc.:

term loan:

6.25% 5/5/16 (f)

38,555

38,748

6.75% 5/5/16 (f)

16,801

16,927

term loan:

6.25% 8/6/15 (f)(e)

9,000

9,011

6.5% 5/5/16 (f)(e)

39,205

39,548

Spectrum Brands, Inc. term loan 8% 6/16/16 (f)

3,000

3,056

Weight Watchers International, Inc. Tranche B, term loan 1.8125% 1/26/14 (f)

1,867

1,815

 

129,635

Containers - 1.5%

Anchor Glass Container Corp.:

Tranche 1LN, term loan 6% 3/2/16 (f)

23,654

23,654

Tranche 2LN, term loan 10% 9/2/16 (f)

9,500

9,453

Berry Plastics Holding Corp. Tranche C, term loan 2.3763% 4/3/15 (f)

7,911

7,475

BWAY Holding Co. Tranche B, term loan 5.5767% 6/16/17 (f)

1,995

2,012

Crown Holdings, Inc.:

term loan B 2.01% 11/15/12 (f)

6,386

6,378

Tranche B, term loan 2.01% 11/15/12 (f)

5,325

5,318

Graham Packaging Co. LP Tranche C, term loan 6.75% 4/5/14 (f)

1,990

2,007

Graham Packaging Holdings Co. term loan 6% 9/23/16 (f)

16,000

16,190

Owens-Brockway Glass Container, Inc. Tranche B, term loan 1.7563% 6/14/13 (f)

25,849

25,785

 

98,272

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Diversified Financial Services - 2.3%

CIT Group, Inc. Tranche 3LN, term loan 6.25% 8/11/15 (f)

$ 17,813

$ 18,125

Fifth Third Processing Solutions:

Tranche 1LN, term loan 10/29/16

19,280

19,087

Tranche 2LN, term loan 8.25% 10/29/17 (f)

3,905

3,866

Interactive Data Corp. term loan 6.75% 1/29/17 (f)

19,963

20,288

International Lease Finance Corp.:

Tranche 1LN, term loan 6.75% 3/17/15 (f)

12,923

13,214

Tranche 2LN, term loan 7% 3/17/16 (f)

9,077

9,259

MSCI, Inc. term loan 4.75% 6/1/16 (f)

23,940

24,090

Nuveen Investments, Inc. term loan 3.2889% 11/13/14 (f)

15,044

14,085

RBS WorldPay Tranche B, term loan 10/18/17 

10,000

10,088

TransUnion LLC term loan 6.75% 6/15/17 (f)

18,608

18,841

 

150,943

Diversified Media - 0.6%

Affinion Group, Inc. Tranche B, term loan 5% 10/9/16 (f)

2,985

2,955

Autotrader.com, Inc.:

Tranche A 2LN, term loan 4.76% 6/14/16 (f)

1,500

1,508

Tranche B, term loan 6% 6/14/16 (f)

5,000

5,006

Lamar Media Corp. Tranche B, term loan 4.25% 12/31/16 (f)

24,989

25,083

LBI Media, Inc. term loan 1.7553% 3/31/12 (f)

2,197

2,065

Thomson Media, Inc. Tranche B1, term loan 7% 11/8/11 (f)

905

860

 

37,477

Electric Utilities - 7.0%

AES Corp. term loan 2.8588% 8/10/11 (f)

16,732

16,690

Ashmore Energy International:

Revolving Credit-Linked Deposit 3.2894% 3/30/12 (f)

4,636

4,479

term loan 3.2894% 3/30/14 (f)

51,927

50,175

BRSP LLC term loan 7.5% 6/24/14 (f)

13,089

13,154

Calpine Corp. Tranche D, term loan 3.165% 3/29/14 (f)

16,271

16,108

Calpine New Development Holdings LLC term loan 7% 6/8/17 (f)

36,908

37,553

Coleto Creek WLE LP:

LOC 3.0394% 6/28/13 (f)

966

904

term loan 3.0318% 6/28/13 (f)

5,773

5,398

Covanta Energy Corp.:

term loan 1.8567% 2/9/14 (f)

5,817

5,700

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Electric Utilities - continued

Covanta Energy Corp.: - continued

Credit-Linked Deposit 1.79% 2/9/14 (f)

$ 2,967

$ 2,908

Dynegy Holdings, Inc.:

Revolving Credit-Linked Deposit 4.01% 4/2/13 (f)

45,554

44,928

Tranche B, term loan 4.01% 4/2/13 (f)

3,856

3,803

GenOn Energy, Inc. Tranche B, term loan 9/20/17 

28,000

27,860

MACH Gen LLC Credit-Linked Deposit 2.2894% 2/22/13 (f)

182

170

Mirant North America LLC term loan 2.0053% 1/3/13 (f)

19,418

19,321

Nebraska Energy, Inc.:

Tranche 1LN, Credit-Linked Deposit 2.8125% 11/1/13 (f)

87

85

Tranche 2LN, term loan 5.0625% 5/1/14 (f)

6,000

5,400

Tranche B 1LN, term loan 2.8125% 11/1/13 (f)

4,725

4,607

North American Energy Alliance LLC/North American Energy Alliance Finance Corp.:

Tranche B, term loan 3.76% 5/8/15 (f)

585

558

Tranche DD, term loan 3.76% 5/8/15 (f)

2,339

2,233

NRG Energy, Inc.:

term loan:

1.7812% 2/1/13 (f)

14,634

14,396

3.5394% 8/1/15 (f)

29,714

29,677

Credit-Linked Deposit:

3.2894% 2/1/13 (f)

2,220

2,154

3.5394% 8/1/15 (f)

29,097

28,770

NSG Holdings LLC:

Credit-Linked Deposit 1.7922% 6/15/14 (f)

247

236

Tranche B, term loan 1.7922% 6/15/14 (f)

1,147

1,093

Reliant Energy, Inc. Credit-Linked Deposit 2.0063% 6/30/14 (f)

11,150

11,066

Tempus Public Foundation Generation Holdings LLC:

revolver loan 2.2894% 12/15/11 (f)

359

344

Credit-Linked Deposit 2.2894% 12/15/13 (f)

1,144

1,098

Tranche 1LN, term loan 2.2894% 12/15/13 (f)

2,788

2,677

Tranche 2LN, term loan 4.5394% 12/15/14 (f)

18,242

16,692

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.:

Tranche B1, term loan 3.7563% 10/10/14 (f)

32,343

25,147

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Electric Utilities - continued

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.: - continued

Tranche B2, term loan 3.9226% 10/10/14 (f)

$ 30,379

$ 23,657

Tranche B3, term loan 3.7563% 10/10/14 (f)

58,455

45,522

 

464,563

Energy - 0.3%

Alon USA, Inc. term loan 2.591% 8/4/13 (f)

1,862

1,359

Citgo Petroleum Corp. Tranche B, term loan 8% 6/24/15 (f)

2,963

3,029

Compagnie Generale de Geophysique SA term loan 5.5% 1/12/16 (f)

1,286

1,289

Sheridan Production Partners LP term loan 7.5% 4/20/17 (f)

8,970

8,948

Venoco, Inc. Tranche 2LN, term loan 4.3125% 5/7/14 (f)

2,763

2,611

 

17,236

Entertainment/Film - 0.2%

Live Nation Entertainment, Inc. Tranche B, term loan 4.5% 11/6/16 (f)

1,990

1,960

MGM Holdings II, Inc. Tranche B1, term loan 20.5% 4/8/12 (c)(f)

3,954

1,819

Regal Cinemas Corp. term loan 3.7894% 11/19/16 (f)

6,965

6,991

 

10,770

Environmental - 0.1%

EnergySolutions, Inc. term loan 6.25% 8/13/16 (f)

9,975

10,075

Synagro Technologies, Inc. Tranche 1LN, term loan 2.26% 3/30/14 (f)

455

394

 

10,469

Food and Drug Retail - 0.5%

GNC Corp. term loan 2.5286% 9/16/13 (f)

2,830

2,774

Rite Aid Corp.:

Tranche 3, term loan 6% 6/4/14 (f)

5,991

5,961

Tranche ABL, term loan 2.01% 6/4/14 (f)

15,227

13,742

SUPERVALU, Inc.:

Tranche B, term loan 1.5381% 6/2/12 (f)

9,678

9,436

Tranche B2, term loan 3.0381% 10/5/15 (f)

3,180

3,096

 

35,009

Food/Beverage/Tobacco - 2.0%

Bolthouse Farms, Inc. Tranche 1LN, term loan 5.5% 2/11/16 (f)

7,955

8,025

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Food/Beverage/Tobacco - continued

Constellation Brands, Inc.:

Tranche B, term loan 1.8125% 6/5/13 (f)

$ 23,647

$ 23,529

Tranche B, term loan 3.0625% 6/5/15 (f)

11,666

11,695

Dean Foods Co. Tranche B, term loan:

3.29% 4/2/16 (f)

16,315

16,315

3.54% 4/2/17 (f)

7,980

7,900

Dole Food Co., Inc.:

Tranche B 1LN, term loan 5.0603% 3/2/17 (f)

1,967

1,981

Tranche C 1LN, term loan 5.0406% 3/2/17 (f)

4,885

4,921

Michael Foods, Inc. Tranche B, term loan 6.25% 6/29/16 (f)

17,307

17,609

NBTY, Inc. Tranche B, term loan 6.25% 10/1/17 (f)

28,825

29,257

Pinnacle Foods Finance LLC Tranche D, term loan 6% 4/4/14 (f)

9,975

10,112

 

131,344

Gaming - 2.1%

Ameristar Casinos, Inc. term loan 3.5391% 11/10/12 (f)

4,786

4,786

Choctaw Resort Development Enterprise term loan 7.25% 11/4/11 (f)

1,210

1,189

Harrah's Entertainment, Inc.:

Tranche B1, term loan 3.2884% 1/28/15 (f)

6,688

5,885

Tranche B2, term loan 3.2884% 1/28/15 (f)

8,890

7,846

Tranche B3, term loan 3.2884% 1/28/15 (f)

8,780

7,727

Tranche B4, term loan 9.5% 10/31/16 (f)

1,985

2,064

Las Vegas Sands LLC:

term loan 2.03% 5/23/14 (f)

2,167

2,048

Tranche B, term loan 2.03% 5/23/14 (f)

10,724

10,135

MGM Mirage, Inc. Tranche D, term loan 6% 10/3/11 (f)

21,079

21,026

Penn National Gaming, Inc. Tranche B, term loan 2.0339% 10/3/12 (f)

20,901

20,770

Venetian Macau Ltd.:

Tranche B, term loan 4.78% 5/26/13 (f)

21,102

21,050

Tranche DD, term loan 4.78% 5/26/12 (f)

15,124

15,086

Venetian Macau US Finance, Inc. Tranche B, term loan 4.78% 5/25/13 (f)

17,106

17,063

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. term loan B 2.135% 8/15/13 (f)

2,313

2,243

 

138,918

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Healthcare - 13.2%

Bausch & Lomb, Inc. term loan:

3.5053% 4/26/15 (f)

$ 5,411

$ 5,276

3.5268% 4/26/15 (f)

23,172

22,593

Biomet, Inc. term loan 3.2816% 3/25/15 (f)

19,840

19,617

Casella Waste Systems, Inc. Tranche B 1LN, term loan 7% 4/9/14 (f)

2,963

2,981

Community Health Systems, Inc.:

Tranche B, term loan 2.5494% 7/25/14 (f)

183,569

180,334

Tranche DD, term loan 2.5494% 7/25/14 (f)

9,417

9,252

Concentra Operating Corp. Tranche B 1LN, term loan 2.54% 6/25/14 (f)

944

923

DaVita, Inc. Tranche B, term loan 4.5% 10/20/16 (f)

65,495

66,068

Emdeon Business Services term loan 4.5% 11/16/13 (f)

4,000

4,010

Emergency Medical Services Corp. term loan 3.2563% 4/8/15 (f)

4,938

4,938

Fresenius Medical Care Holdings, Inc.:

term loan 4.5% 9/10/14 (f)

28,061

28,342

Tranche B, term loan 1.659% 3/31/13 (f)

34,277

34,020

Tranche C 2LN, term loan 4.5% 9/10/14 (f)

17,178

17,350

Grifols SA Tranche B, term loan 10/1/16 

42,000

42,420

HCA, Inc.:

Tranche B, term loan 2.5394% 11/17/13 (f)

168,607

165,656

Tranche B2, term loan 3.5394% 3/31/17 (f)

55,286

54,529

Health Management Associates, Inc. Tranche B, term loan 2.0394% 2/28/14 (f)

8,952

8,762

HGI Holdings, Inc. Tranche B, term loan 6.75% 10/1/16 (f)

2,000

2,003

IASIS Healthcare Corp.:

term loan 2.2553% 3/15/14 (f)

4,413

4,314

Credit-Linked Deposit 2.2563% 3/15/14 (f)

417

408

Tranche DD, term loan 2.2553% 3/15/14 (f)

1,530

1,495

Inverness Medical Innovations, Inc.:

Tranche 1LN, term loan 2.2699% 6/26/14 (f)

15,890

15,260

Tranche 2LN, term loan 4.5053% 6/26/15 (f)

4,500

4,388

LifePoint Hospitals, Inc. Tranche B, term loan 3.07% 4/15/15 (f)

12,000

12,030

Manor Care, Inc. term loan 2.7553% 12/21/14 (f)

11,348

11,121

Mylan, Inc. Tranche B, term loan 3.5625% 10/2/14 (f)

20,055

20,105

National Renal Institutes, Inc. Tranche B, term loan 9% 3/31/13 (f)

2,751

2,703

Psychiatric Solutions, Inc. term loan 2.0315% 7/1/12 (f)

21,085

21,033

PTS Acquisition Corp. term loan 2.5053% 4/10/14 (f)

1,780

1,673

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Healthcare - continued

Skilled Healthcare Group, Inc. term loan 5.25% 4/9/16 (f)

$ 9,950

$ 9,639

Sun Healthcare Group, Inc. Tranche B, term loan 7.5% 10/18/16 (f)

5,000

4,938

Team Health, Inc. term loan 2.3262% 11/22/12 (f)

8,093

7,932

Universal Health Services, Inc.:

term loan 5.5% 7/28/16 (f)

19,000

19,143

Tranche A, term loan 3.5034% 8/15/15 (f)

3,750

3,745

Valeant Pharmaceuticals International:

term loan 0.75% 9/27/16 (f)(e)

4,506

4,557

Tranche B, term loan 5.5% 9/27/16 (f)

18,024

18,227

Vanguard Health Holding Co. II LLC Tranche B, term loan 5% 1/29/16 (f)

18,433

18,525

VWR Funding, Inc. term loan 2.7553% 6/29/14 (f)

16,876

16,243

Warner Chilcott Corp.:

Tranche A, term loan 6% 10/30/14 (f)

1,141

1,146

Tranche B, term loan 6.25% 4/30/15 (f)

8,983

9,051

Tranche B3-B4, term loan 6.5% 2/20/16 (f)

4,000

4,000

 

880,750

Homebuilding/Real Estate - 1.0%

CB Richard Ellis Group, Inc. Tranche B, term loan 5.75% 12/20/13 (f)

2,512

2,509

CB Richard Ellis Services, Inc.:

Tranche A 2LN, term loan 5.5% 6/24/13 (f)

4,262

4,257

Tranche A1, term loan 5.75% 12/20/13 (f)

1,704

1,702

Tranche B1, term loan 6.25% 12/20/15 (f)

8,583

8,572

Tranche B1-A, term loan 6.25% 12/20/15 (f)

11,037

11,037

RE/MAX LLC term loan 5.5% 4/14/16 (f)

3,980

3,980

Realogy Corp.:

Credit-Linked Deposit 3.2563% 10/10/13 (f)

2,702

2,472

Tranche 2LN, term loan 13.5% 10/15/17

6,000

6,480

Tranche B, term loan 3.2569% 10/10/13 (f)

18,829

17,229

Tranche DD, term loan 3.263% 10/10/13 (f)

12,354

11,242

 

69,480

Insurance - 0.0%

USI Holdings Corp. Tranche B, term loan 2.76% 5/4/14 (f)

3,000

2,828

Leisure - 1.1%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 6.75% 4/22/16 (f)

4,988

4,738

Cedar Fair LP Tranche B, term loan 5.5% 12/15/16 (f)

13,965

14,174

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Leisure - continued

Six Flags, Inc. Tranche B, term loan 6% 6/30/16 (f)

$ 9,675

$ 9,651

SW Acquisitions Co., Inc. Tranche B, term loan 5.75% 6/1/16 (f)

14,895

15,081

Town Sports International LLC term loan 2.125% 2/27/14 (f)

2,873

2,665

Universal City Development Partners Ltd. Tranche B 1LN, term loan 5.5% 11/6/14 (f)

28,725

28,904

 

75,213

Metals/Mining - 0.6%

Compass Minerals:

Tranche B, term loan 1.7806% 12/22/12 (f)

1,543

1,535

Tranche C, term loan 3.0329% 1/15/16 (f)

7,214

7,232

Fairmount Minerals Ltd. Tranche B, term loan 6.25% 8/5/16 (f)

7,000

7,079

Novelis Corp. term loan 2.26% 7/6/14 (f)

18,281

18,052

Oxbow Carbon LLC Tranche B, term loan 2.2894% 5/8/14 (f)

1,489

1,459

Walter Energy, Inc. term loan 2.5085% 10/3/12 (f)

4,851

4,766

 

40,123

Paper - 1.7%

Georgia-Pacific Corp.:

Tranche B 1LN, term loan 2.2918% 12/20/12 (f)

49,019

48,897

Tranche B, term loan 2.2883% 12/20/12 (f)

12,497

12,465

Tranche C, term loan 3.5413% 12/23/14 (f)

3,990

4,005

Graphic Packaging International, Inc. Tranche B, term loan 2.2936% 5/16/14 (f)

6,999

6,876

Smurfit-Stone Container Enterprises, Inc. term loan 6.75% 2/22/16 (f)

43,890

44,219

White Birch Paper Co. Tranche 1LN, term loan 7% 5/8/14 (c)(f)

1,995

52

 

116,514

Publishing/Printing - 1.2%

Cenveo Corp.:

Tranche C, term loan 4.7616% 6/21/13 (f)

1,313

1,297

Tranche DD, term loan 4.7616% 6/21/13 (f)

56

55

Dex Media East LLC term loan 2.7946% 10/24/14 (f)

11,663

9,447

Dex Media West LLC/Dex Media West Finance Co. term loan 7% 10/24/14 (f)

2,435

2,252

Education Media and Publishing Group Ltd. Tranche 1LN, term loan 5.7563% 6/12/14 (f)

12,889

12,052

Newsday LLC term loan 10.5% 8/1/13

3,000

3,210

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Publishing/Printing - continued

Quad/Graphics, Inc. term loan 5.5% 4/23/16 (f)

$ 13,965

$ 13,895

Thomson Learning Tranche B, term loan 2.54% 7/5/14 (f)

37,583

34,295

Visant Corp. Tranche B, term loan 7% 12/22/16 (f)

5,000

5,044

 

81,547

Railroad - 0.3%

Kansas City Southern Railway Co.:

Tranche B, term loan 2.0471% 4/28/13 (f)

15,298

14,992

Tranche C, term loan 1.7807% 4/28/13 (f)

2,903

2,830

 

17,822

Restaurants - 1.0%

Buffets, Inc. Tranche 1LN, term loan 12% 4/22/15 (f)

3,972

3,694

Burger King Corp. Tranche B, term loan 6.25% 10/19/16 (f)

46,000

46,345

DineEquity, Inc. term loan 6% 10/19/17 (f)

8,000

8,080

OSI Restaurant Partners, Inc.:

Credit-Linked Deposit 2.5443% 6/14/13 (f)

336

317

term loan 2.625% 6/14/14 (f)

4,076

3,837

Wendy's/Arby's Restaurants LLC term loan 5% 5/24/17 (f)

3,990

4,020

 

66,293

Services - 1.8%

Altegrity, Inc. Tranche D, term loan 7.75% 2/21/15 (f)

1,995

2,027

ARAMARK Corp.:

Credit-Linked Deposit 2.1313% 1/26/14 (f)

1,386

1,352

term loan 2.1644% 1/26/14 (f)

16,100

15,698

Credit-Linked Deposit 3.5063% 7/26/16 (f)

2,098

2,087

Tranche B, term loan 3.5394% 7/26/16 (f)

31,896

31,736

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. term loan 5.75% 4/19/14 (f)

7,148

7,130

Brand Energy & Infrastructure Services, Inc. Tranche B 1LN, term loan 2.5625% 2/7/14 (f)

2,532

2,380

Brickman Group Holdings, Inc. Tranche B, term loan 7.25% 10/14/16 (f)

6,000

6,068

Hertz Corp.:

Credit-Linked Deposit 2.0891% 12/21/12 (f)

308

305

Tranche B, term loan 2.01% 12/21/12 (f)

1,662

1,646

Iron Mountain, Inc. term loan 1.8125% 4/16/14 (f)

9,675

9,675

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Services - continued

JohnsonDiversey, Inc. Tranche B, term loan 5.5% 11/24/15 (f)

$ 6,580

$ 6,629

ServiceMaster Co.:

term loan 2.7686% 7/24/14 (f)

29,953

28,455

Tranche DD, term loan 2.76% 7/24/14 (f)

2,590

2,460

The Geo Group, Inc. Tranche B, term loan 4.75% 8/4/16 (f)

6,500

6,533

 

124,181

Shipping - 0.0%

Ozburn Hessey Holding Co. LLC:

Tranche 1LN, term loan 7.5% 4/8/16 (f)

1,980

2,007

Tranche 2LN, term loan 10.5% 10/8/16 (f)

1,000

993

 

3,000

Specialty Retailing - 0.8%

Michaels Stores, Inc.:

Tranche B1, term loan 2.6343% 10/31/13 (f)

15,414

14,894

Tranche B2, term loan 4.8843% 7/31/16 (f)

9,285

9,215

Sally Holdings LLC Tranche B, term loan 2.51% 11/16/13 (f)

7,751

7,703

Toys 'R' US, Inc. term loan 6% 9/1/16 (f)

19,000

19,120

 

50,932

Super Retail - 0.5%

Bass Pro Group LLC Tranche B, term loan 5.0547% 4/12/15 (f)

5,970

5,970

Dollar General Corp. Tranche B1, term loan 3.02% 7/6/14 (f)

14,244

14,031

Harbor Freight Tools USA, Inc. term loan 5.0157% 2/24/16 (f)

1,939

1,942

IMS Health, Inc. term loan 5.25% 2/26/16 (f)

3,961

3,996

PETCO Animal Supplies, Inc. term loan 2.5267% 10/26/13 (f)

7,608

7,494

 

33,433

Technology - 5.3%

Avaya, Inc. term loan 3.0575% 10/24/14 (f)

18,787

17,096

CommScope, Inc. Tranche B, term loan 2.789% 12/27/14 (f)

7,702

7,683

Dealer Computer Services, Inc. term loan 5.25% 4/21/17 (f)

18,077

18,145

Fidelity National Information Services, Inc.:
Tranche A 2LN, term loan 2.8215% 7/18/14(f)

4,866

4,866

Tranche B, term loan 5.25% 7/18/16(f)

45,000

45,619

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Technology - continued

First Data Corp.:

Tranche B1, term loan 3.0062% 9/24/14 (f)

$ 12,674

$ 11,406

Tranche B2, term loan 3.0062% 9/24/14 (f)

34,906

31,372

Tranche B3, term loan 3.0062% 9/24/14 (f)

14,058

12,635

Flextronics International Ltd.:

Tranche B A2, term loan 2.5053% 10/1/14 (f)

1,378

1,350

Tranche B A3, term loan 2.5063% 10/1/14 (f)

1,607

1,575

Tranche B-B, term loan 2.5063% 10/1/12 (f)

11,752

11,605

Freescale Semiconductor, Inc. term loan 4.5063% 12/1/16 (f)

66,575

62,913

Intersil Corp. term loan 4.75% 4/27/16 (f)

6,798

6,832

Itron, Inc. term loan 3.76% 4/18/14 (f)

4,239

4,249

Kronos, Inc.:

Tranche 1LN, term loan 2.0394% 6/11/14 (f)

861

835

Tranche 2LN, term loan 6.04% 6/11/15 (f)

5,750

5,463

Microsemi Corp. Tranche B, term loan 5% 10/27/17 (f)

10,720

10,814

Open Text Corp. term loan 2.5053% 10/2/13 (f)

5,650

5,593

RedPrairie Corp. term loan 6% 3/24/16 (f)

1,990

1,973

Spansion, Inc. term loan 7.5% 2/9/15 (f)

7,960

8,060

Springboard Finance LLC term loan 7% 2/23/15 (f)

9,750

9,799

SunGard Data Systems, Inc.:

term loan:

2.0063% 2/28/14 (f)

37,423

36,347

4.0336% 2/28/16 (f)

17,917

17,738

Tranche C, term loan 6.75% 2/28/14 (f)

4,915

4,964

Telcordia Technologies, Inc. term loan 6.75% 4/30/16 (f)

10,885

10,953

Verifone, Inc. Tranche B, term loan 3.01% 10/31/13 (f)

3,983

3,943

 

353,828

Telecommunications - 5.9%

Asurion Corp.:

Tranche 1LN, term loan 3.2766% 7/3/14 (f)

14,900

13,894

Tranche 2LN, term loan 6.7563% 7/3/15 (f)

18,000

16,785

Tranche B 2LN, term loan 6.75% 3/31/15 (f)

18,000

17,685

Crown Castle International Corp. Tranche B, term loan 1.7553% 3/6/14 (f)

9,351

9,281

Digicel International Finance Ltd. term loan 2.8125% 3/30/12 (f)

6,501

6,411

FairPoint Communications, Inc. Tranche B, term loan 3/31/15 (c)

2,994

1,946

Hawaiian Telcom Communications, Inc. Tranche 1LN, term loan 9% 5/26/15 (f)

905

905

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Telecommunications - continued

Intelsat Jackson Holdings Ltd. term loan 3.29% 2/1/14 (f)

$ 59,000

$ 56,050

Intelsat Ltd. Tranche B, term loan 2.79% 7/3/13 (f)

30,450

29,841

Knology Holding, Inc. Tranche B, term loan 5.5% 10/15/16 (f)

14,000

14,053

Level 3 Financing, Inc. term loan:

2.5391% 3/13/14 (f)

29,000

27,008

11.5% 3/13/14 (f)

3,000

3,240

MetroPCS Wireless, Inc. Tranche B, term loan:

2.5625% 11/3/13 (f)

11,006

10,910

3.8125% 11/3/16 (f)

14,612

14,649

NTELOS, Inc. Tranche B, term loan 5.75% 8/7/15 (f)

2,992

3,007

PanAmSat Corp.:

Tranche B2 A, term loan 2.79% 1/3/14 (f)

23,532

22,944

Tranche B2 B, term loan 2.79% 1/3/14 (f)

23,525

22,937

Tranche B2 C, term loan 2.79% 1/3/14 (f)

23,525

22,937

Telesat Holding, Inc.:

Tranche A, term loan 3.26% 10/31/14 (f)

10,957

10,793

Tranche DD, term loan 3.26% 10/31/14 (f)

941

927

Time Warner Telecom, Inc. Tranche B, term loan 2.01% 1/7/13 (f)

4,832

4,784

TowerCo Finance LLC term loan 6% 11/24/14 (f)

7,373

7,447

Vodafone Americas Finance 2, Inc. term loan 6.875% 8/11/15

40,000

39,781

Wind Telecomunicazioni SpA:

Tranche B 1LN, term loan 3.7231% 5/26/13 (f)

7,125

7,090

Tranche C 1LN, term loan 4.7231% 5/26/14 (f)

7,125

7,090

Windstream Corp.:

Tranche B1, term loan 1.79% 7/17/13 (f)

6,063

5,987

Tranche B2, term loan 3.04% 12/17/15 (f)

16,850

16,892

 

395,274

Textiles & Apparel - 0.7%

Gold Toe Investment Corp. Tranche 1LN, term loan 8.5% 10/30/13 (f)

4,570

4,370

Hanesbrands, Inc. term loan 5.25% 12/10/15 (f)

6,449

6,513

Levi Strauss & Co. term loan 2.5063% 4/4/14 (f)

3,000

2,820

Phillips-Van Heusen Corp. Tranche B, term loan 4.75% 5/6/16 (f)

30,731

31,000

 

44,703

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Trucking & Freight - 0.3%

Swift Transportation Co., Inc. term loan 8.25% 5/10/14 (f)

$ 22,826

$ 22,541

TOTAL FLOATING RATE LOANS

(Cost $4,949,498)

5,061,672

Corporate Bonds - 15.5%

 

Convertible Bonds - 0.0%

Metals/Mining - 0.0%

Massey Energy Co. 3.25% 8/1/15

970

926

Nonconvertible Bonds - 15.5%

Aerospace - 0.1%

BE Aerospace, Inc. 6.875% 10/1/20

2,000

2,120

ManTech International Corp. 7.25% 4/15/18

4,000

4,240

 

6,360

Air Transportation - 0.3%

Continental Airlines, Inc. 3.4206% 6/2/13 (f)

949

882

Continental Airlines, Inc. 9.25% 5/10/17

3,000

3,210

Delta Air Lines, Inc. 9.5% 9/15/14 (d)

1,812

1,998

Delta Air Lines, Inc. pass-thru trust certificates 7.57% 11/18/10

9,000

9,045

United Air Lines, Inc. 9.875% 8/1/13 (d)

4,715

5,187

 

20,322

Automotive - 2.3%

Accuride Corp. 9.5% 8/1/18 (d)

1,105

1,202

ArvinMeritor, Inc.:

8.125% 9/15/15

2,000

2,085

10.625% 3/15/18

2,880

3,254

Ford Motor Credit Co. LLC:

3.0391% 1/13/12 (f)

17,000

17,043

5.5422% 6/15/11 (f)

31,000

31,679

General Motors Acceptance Corp.:

2.4969% 12/1/14 (f)

40,000

35,200

6.875% 9/15/11

34,000

35,020

7.25% 3/2/11

6,000

6,075

GMAC LLC 6% 12/15/11

2,000

2,040

Navistar International Corp. 8.25% 11/1/21

4,285

4,681

RSC Equipment Rental, Inc. 10% 7/15/17 (d)

2,000

2,270

Tenneco, Inc. 8.625% 11/15/14

6,000

6,180

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Tower Automotive Holdings USA LLC / TA Holdings Finance, Inc. 10.625% 9/1/17 (d)

$ 4,000

$ 4,270

TRW Automotive, Inc.:

7% 3/15/14 (d)

2,000

2,140

8.875% 12/1/17 (d)

2,060

2,271

 

155,410

Banks and Thrifts - 0.3%

GMAC LLC:

2.4969% 12/1/14 (f)

2,000

1,770

6% 4/1/11

3,000

3,004

6% 12/15/11

2,000

2,050

6.875% 9/15/11

9,000

9,270

 

16,094

Broadcasting - 0.1%

Univision Communications, Inc. 7.875% 11/1/20 (d)

6,230

6,510

Building Materials - 0.0%

Nortek, Inc. 11% 12/1/13

2,009

2,139

Cable TV - 0.5%

CCO Holdings LLC/CCO Holdings Capital Corp. 7.875% 4/30/18 (d)

4,440

4,706

Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625% 11/15/17 (d)

4,000

4,270

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

10,406

10,614

EchoStar Communications Corp. 6.375% 10/1/11

16,000

16,520

 

36,110

Capital Goods - 0.0%

Esco Corp. 4.1672% 12/15/13 (d)(f)

2,000

1,860

Chemicals - 0.6%

Ferro Corp. 7.875% 8/15/18

2,210

2,337

Georgia Gulf Corp. 9% 1/15/17 (d)

4,000

4,320

Lyondell Chemical Co. 11% 5/1/18

3,000

3,360

NOVA Chemicals Corp. 3.7476% 11/15/13 (f)

30,595

30,060

 

40,077

Consumer Products - 0.1%

ACCO Brands Corp. 10.625% 3/15/15

880

991

Reddy Ice Corp. 11.25% 3/15/15

2,000

2,080

 

3,071

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Containers - 0.8%

Ardagh Packaging Finance PLC 7.375% 10/15/17 (d)

$ 2,045

$ 2,163

Berry Plastics Corp.:

5.0391% 2/15/15 (f)

26,000

24,960

8.25% 11/15/15

10,000

10,538

Crown Americas LLC/Capital Corp. II 7.625% 5/15/17

6,645

7,326

Owens-Brockway Glass Container, Inc. 7.375% 5/15/16

4,000

4,370

Solo Cup Co. 10.5% 11/1/13

2,850

2,978

 

52,335

Diversified Financial Services - 0.1%

International Lease Finance Corp. 6.5% 9/1/14 (d)

3,000

3,233

Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17 (d)

4,000

4,040

SLM Corp. 0.5884% 1/27/14 (f)

2,000

1,776

 

9,049

Diversified Media - 0.5%

Clear Channel Worldwide Holdings, Inc.:

Series A, 9.25% 12/15/17

16,870

18,220

Series B, 9.25% 12/15/17

12,485

13,640

Lamar Media Corp. 7.875% 4/15/18

2,000

2,145

 

34,005

Electric Utilities - 1.4%

AES Corp. 7.75% 3/1/14

3,000

3,263

Calpine Construction Finance Co. LP 8% 6/1/16 (d)

4,000

4,340

Calpine Corp. 7.5% 2/15/21 (d)

10,000

10,200

CMS Energy Corp.:

1.2391% 1/15/13 (f)

8,000

7,760

6.3% 2/1/12

3,000

3,135

Energy Future Holdings Corp. 10% 1/15/20 (d)

34,320

35,779

IPALCO Enterprises, Inc. 8.625% 11/14/11

165

174

Mirant North America LLC 7.375% 12/31/13

8,997

9,233

NRG Energy, Inc. 7.375% 2/1/16

7,000

7,280

RRI Energy, Inc. 6.75% 12/15/14

10,963

11,196

 

92,360

Energy - 0.5%

ATP Oil & Gas Corp. 11.875% 5/1/15 (d)

6,000

5,520

Berry Petroleum Co. 6.75% 11/1/20

2,775

2,858

Chesapeake Energy Corp. 7.625% 7/15/13

3,000

3,266

Continental Resources, Inc. 7.125% 4/1/21 (d)

4,000

4,300

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Energy - continued

Energy Transfer Equity LP 7.5% 10/15/20

$ 3,000

$ 3,266

LINN Energy LLC 8.625% 4/15/20 (d)

3,000

3,240

OPTI Canada, Inc. 9% 12/15/12 (d)

3,750

3,811

Regency Energy Partners LP/Regency Energy Finance Corp. 6.875% 12/1/18

4,000

4,180

Western Refining, Inc. 10.75% 6/15/14 (d)(f)

2,000

2,040

 

32,481

Food and Drug Retail - 0.1%

Federated Retail Holdings, Inc. 5.35% 3/15/12

3,000

3,139

Gaming - 0.1%

MGM Mirage, Inc. 9% 3/15/20 (d)

4,815

5,284

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 7.875% 11/1/17

2,000

2,178

 

7,462

Healthcare - 0.6%

American Renal Holdings, Inc. 8.375% 5/15/18 (d)

2,930

3,106

DaVita, Inc. 6.375% 11/1/18

3,000

3,068

Elan Finance PLC/Elan Finance Corp. 4.4219% 12/1/13 (f)

2,000

1,995

Hanger Orthopedic Group, Inc. 7.125% 11/15/18 (d)

3,000

3,015

Patheon, Inc. 8.625% 4/15/17 (d)

4,000

4,160

Sabra Health Care LP/Sabra Capital Corp. 8.125% 11/1/18 (d)

2,055

2,127

Senior Housing Properties Trust 8.625% 1/15/12

3,500

3,710

Tenet Healthcare Corp. 8.875% 7/1/19

16,000

18,000

 

39,181

Homebuilding/Real Estate - 0.1%

CB Richard Ellis Services, Inc. 6.625% 10/15/20 (d)

3,000

3,030

Metals/Mining - 1.7%

Arch Coal, Inc. 8.75% 8/1/16

2,000

2,240

CONSOL Energy, Inc. 8% 4/1/17 (d)

11,475

12,536

Drummond Co., Inc. 9% 10/15/14 (d)

10,655

11,348

FMG Finance Property Ltd. 4.2969% 9/1/11 (d)(f)

58,000

59,305

FMG Resources (August 2006) Pty Ltd. 7% 11/1/15 (d)

15,705

16,098

Penn Virginia Resource Partners LP/Penn Virginia Resource Finance Corp. 8.25% 4/15/18

3,470

3,644

Teck Resources Ltd. 9.75% 5/15/14

6,615

8,237

 

113,408

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Paper - 0.2%

ABI Escrow Corp. 10.25% 10/15/18 (d)

$ 4,000

$ 4,280

Boise Paper Holdings LLC/Boise Paper Holdings Finance Corp. 9% 11/1/17

3,000

3,285

Cascades, Inc. 7.75% 12/15/17

3,000

3,180

Domtar Corp. 7.875% 10/15/11

2,000

2,115

Verso Paper Holdings LLC/Verso Paper, Inc. 4.2156% 8/1/14 (f)

3,000

2,715

 

15,575

Publishing/Printing - 0.3%

The Reader's Digest Association, Inc. 9.5% 2/15/17 (d)(f)

21,245

21,245

Railroad - 0.1%

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

4,000

4,150

Restaurants - 0.0%

Landry's Restaurants, Inc. 11.625% 12/1/15

1,845

1,974

Services - 0.2%

ARAMARK Corp. 3.9656% 2/1/15 (f)

2,000

1,865

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 2.8763% 5/15/14 (f)

13,000

12,383

 

14,248

Shipping - 0.2%

Navios Maritime Holdings, Inc.:

8.875% 11/1/17 (d)

3,505

3,733

9.5% 12/15/14

3,000

3,113

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

8,075

8,075

 

14,921

Steels - 0.0%

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

2,000

2,138

Super Retail - 0.1%

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

3,617

3,730

Sonic Automotive, Inc. 9% 3/15/18

2,720

2,829

 

6,559

Technology - 0.7%

Advanced Micro Devices, Inc.:

7.75% 8/1/20 (d)

2,000

2,120

8.125% 12/15/17

4,000

4,330

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Technology - continued

First Data Corp. 8.875% 8/15/20 (d)

$ 3,000

$ 3,158

Freescale Semiconductor, Inc.:

9.25% 4/15/18 (d)

5,960

6,377

10.125% 3/15/18 (d)

6,000

6,615

NXP BV/NXP Funding LLC 3.0391% 10/15/13 (f)

20,474

19,399

Seagate Technology International 10% 5/1/14 (d)

2,275

2,764

 

44,763

Telecommunications - 3.2%

Clearwire Communications LLC/Clearwire Finance, Inc. 12% 12/1/15 (d)

20,000

22,200

Clearwire Escrow Corp. 12% 12/1/15 (d)

16,983

18,851

Frontier Communications Corp.:

8.25% 5/1/14

2,000

2,242

8.5% 4/15/20

4,000

4,620

GeoEye, Inc. 9.625% 10/1/15

2,505

2,793

Intelsat Ltd. 11.25% 6/15/16

4,000

4,350

iPCS, Inc.:

2.5906% 5/1/13 (f)

40,670

39,247

3.7156% 5/1/14 pay-in-kind (f)

32,611

31,470

Level 3 Financing, Inc. 4.3441% 2/15/15 (f)

3,000

2,520

PAETEC Holding Corp. 8.875% 6/30/17

2,000

2,155

Qwest Corp.:

3.5422% 6/15/13 (f)

23,000

24,093

8.375% 5/1/16

3,000

3,616

8.875% 3/15/12

3,000

3,293

Sprint Capital Corp.:

6.875% 11/15/28

4,000

3,770

7.625% 1/30/11

11,000

11,138

8.375% 3/15/12

19,000

20,306

tw telecom holdings, Inc. 8% 3/1/18

3,000

3,240

Wind Acquisition Finance SA 11.75% 7/15/17 (d)

6,000

6,810

Wind Acquisition Holdings Finance SA 12.25% 7/15/17 pay-in-kind (d)(f)

4,286

4,783

 

211,497

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Textiles & Apparel - 0.3%

Hanesbrands, Inc. 4.1211% 12/15/14 (f)

$ 12,000

$ 11,970

Levi Strauss & Co. 7.625% 5/15/20

3,000

3,150

Phillips-Van Heusen Corp. 7.375% 5/15/20

4,000

4,335

 

19,455

TOTAL NONCONVERTIBLE BONDS

1,030,928

TOTAL CORPORATE BONDS

(Cost $973,147)

1,031,854

Foreign Government and Government Agency Obligations - 0.1%

 

Venezuelan Republic 1.2884% 4/20/11 (Reg. S) (f)
(Cost $3,884)

4,000

3,910

Common Stocks - 0.8%

Shares

 

Broadcasting - 0.1%

Citadel Broadcasting Corp.:

Class A (a)

109,503

2,697

Class B (a)

5,717

146

Class B warrants 6/3/30 (a)

35,547

942

ION Media Networks, Inc. (a)

2,842

1,037

 

4,822

Building Materials - 0.0%

Nortek, Inc. (a)

2,000

83

Chemicals - 0.5%

LyondellBasell Industries NV:

Class A (a)

654,981

17,593

Class B (a)

599,811

16,129

 

33,722

Diversified Financial Services - 0.0%

Newhall Holding Co. LLC Class A (a)

289,870

551

Electric Utilities - 0.0%

Calpine Corp. (a)

20,715

259

Hotels - 0.0%

Tropicana Las Vegas Hotel & Casino, Inc. Class A

48,650

973

Common Stocks - continued

Shares

Value (000s)

Publishing/Printing - 0.2%

HMH Holdings, Inc. (a)(g)

1,106,192

$ 6,361

RDA Holding Co. (a)

302,964

6,287

 

12,648

TOTAL COMMON STOCKS

(Cost $49,705)

53,058

Other - 0.0%

 

 

 

 

Other - 0.0%

Idearc, Inc. Claim (a)
(Cost $0*)

1,888,944

0*

Money Market Funds - 12.9%

 

 

 

 

Fidelity Cash Central Fund, 0.23% (b)
(Cost $864,418)

864,417,571

864,418

TOTAL INVESTMENT PORTFOLIO - 105.1%

(Cost $6,840,652)

7,014,912

NET OTHER ASSETS (LIABILITIES) - (5.1)%

(340,010)

NET ASSETS - 100%

$ 6,674,902

* Amount represents less than $1,000

Legend

(a) Non-income producing

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

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

(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 $342,615,000 or 5.1% of net assets.

(e) Position or a portion of the position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $50,511,000 and $50,733,000, respectively. The coupon rate will be determined at time of settlement.

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

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $6,361,000 or 0.1% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

HMH Holdings, Inc.

1/14/09 - 3/9/10

$ 6,287

(h) Remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

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

$ 1,361

Other Information

The following is a summary of the inputs used, as of October 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables on the following page, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 18,443

$ 3,785

$ 12,648

$ 2,010

Financials

551

-

-

551

Industrials

83

83

-

-

Materials

33,722

33,722

-

-

Utilities

259

259

-

-

Corporate Bonds

1,031,854

-

1,031,854

-

Foreign Government and Government Agency Obligations

3,910

-

3,910

-

Floating Rate Loans

5,061,672

-

5,061,672

-

Other

-

-

-

-

Money Market Funds

864,418

864,418

-

-

Total Investments in Securities:

$ 7,014,912

$ 902,267

$ 6,110,084

$ 2,561

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

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 1,007

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(2,142)

Cost of Purchases

3,696

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 2,561

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ (2,142)

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

Income Tax Information

As of October 31, 2010, the Fund had an aggregate capital loss carryforward of approximately $154,604,000 of which $115,547,000 and $39,057,000 will expire on October 31, 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2010

 

 

 

Assets

Investment in securities, at value -
See accompanying schedule:

Unaffiliated issuers (cost $5,976,234)

$ 6,150,494

 

Fidelity Central Funds (cost $864,418)

864,418

 

Total Investments (cost $6,840,652)

 

$ 7,014,912

Cash

7,664

Receivable for investments sold

30,594

Receivable for fund shares sold

27,014

Interest receivable

33,811

Distributions receivable from Fidelity Central Funds

168

Other receivables

2

Total assets

7,114,165

 

 

 

Liabilities

Payable for investments purchased

$ 423,629

Payable for fund shares redeemed

6,689

Distributions payable

4,015

Accrued management fee

3,072

Distribution and service plan fees payable

797

Other affiliated payables

824

Other payables and accrued expenses

237

Total liabilities

439,263

 

 

 

Net Assets

$ 6,674,902

Net Assets consist of:

 

Paid in capital

$ 6,565,643

Undistributed net investment income

92,287

Accumulated undistributed net realized gain (loss) on investments

(157,288)

Net unrealized appreciation (depreciation) on investments

174,260

Net Assets

$ 6,674,902

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2010

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($1,063,560 ÷ 108,680 shares)

$ 9.79

 

 

 

Maximum offering price per share (100/97.25 of $9.79)

$ 10.07

Class T:
Net Asset Value
and redemption price per share ($242,414 ÷ 24,803 shares)

$ 9.77

 

 

 

Maximum offering price per share (100/97.25 of $9.77)

$ 10.05

Class B:
Net Asset Value
and offering price per share
($43,302 ÷ 4,431 shares)A

$ 9.77

 

 

 

Class C:
Net Asset Value
and offering price per share
($621,527 ÷ 63,524 shares)A

$ 9.78

 

 

 

Fidelity Floating Rate High Income Fund:
Net Asset Value
, offering price and redemption price per share ($3,566,486 ÷ 364,882 shares)

$ 9.77

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,137,613 ÷ 116,467 shares)

$ 9.77

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended October 31, 2010

 

 

 

Investment Income

 

 

Interest

 

$ 262,631

Income from Fidelity Central Funds

 

1,361

Total income

 

263,992

 

 

 

Expenses

Management fee

$ 29,093

Transfer agent fees

6,903

Distribution and service plan fees

7,514

Accounting fees and expenses

1,372

Custodian fees and expenses

99

Independent trustees' compensation

28

Registration fees

590

Audit

150

Legal

179

Miscellaneous

61

Total expenses before reductions

45,989

Expense reductions

(8)

45,981

Net investment income

218,011

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

43,608

Change in net unrealized appreciation (depreciation) on investment securities

172,072

Net gain (loss)

215,680

Net increase (decrease) in net assets resulting from operations

$ 433,691

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
October 31,
2010

Year ended
October 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 218,011

$ 126,026

Net realized gain (loss)

43,608

(21,639)

Change in net unrealized appreciation (depreciation)

172,072

475,087

Net increase (decrease) in net assets resulting
from operations

433,691

579,474

Distributions to shareholders from net investment income

(160,228)

(95,253)

Distributions to shareholders from net realized gain

(20,518)

-

Total distributions

(180,746)

(95,253)

Share transactions - net increase (decrease)

2,557,736

1,382,631

Redemption fees

720

826

Total increase (decrease) in net assets

2,811,401

1,867,678

 

 

 

Net Assets

Beginning of period

3,863,501

1,995,823

End of period (including undistributed net investment income of $92,287 and undistributed net investment income of $35,270, respectively)

$ 6,674,902

$ 3,863,501

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.31

$ 8.00

$ 9.75

$ 9.95

$ 9.96

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .391

  .354

  .476

  .621

  .571

Net realized and unrealized gain (loss)

  .425

  1.232

  (1.779)

  (.196)

  (.022)

Total from investment operations

  .816

  1.586

  (1.303)

  .425

  .549

Distributions from net investment income

  (.287)

  (.278)

  (.448)

  (.625)

  (.560)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.337)

  (.278)

  (.448)

  (.627)

  (.560)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.79

$ 9.31

$ 8.00

$ 9.75

$ 9.95

Total Return A, B

  8.96%

  20.31%

  (13.87)%

  4.40%

  5.66%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  1.03%

  1.05%

  1.06%

  1.02%

  1.05%

Expenses net of fee waivers,
if any

  1.03%

  1.05%

  1.06%

  1.02%

  1.05%

Expenses net of all reductions

  1.03%

  1.04%

  1.06%

  1.02%

  1.05%

Net investment income

  4.11%

  4.09%

  5.13%

  6.28%

  5.73%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 1,064

$ 518

$ 192

$ 257

$ 285

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.30

$ 8.00

$ 9.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .391

  .349

  .481

  .621

  .564

Net realized and unrealized gain (loss)

  .416

  1.228

  (1.762)

  (.206)

  (.022)

Total from investment operations

  .807

  1.577

  (1.281)

  .415

  .542

Distributions from net investment income

  (.288)

  (.279)

  (.450)

  (.625)

  (.553)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.338)

  (.279)

  (.450)

  (.627)

  (.553)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.30

$ 8.00

$ 9.73

$ 9.94

Total Return A, B

  8.87%

  20.20%

  (13.66)%

  4.30%

  5.60%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.02%

  1.04%

  1.03%

  1.03%

  1.11%

Expenses net of fee waivers,
if any

  1.02%

  1.04%

  1.03%

  1.03%

  1.11%

Expenses net of all reductions

  1.02%

  1.04%

  1.03%

  1.02%

  1.11%

Net investment income

  4.12%

  4.10%

  5.16%

  6.28%

  5.67%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 242

$ 143

$ 134

$ 309

$ 472

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.30

$ 7.99

$ 9.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .341

  .305

  .432

  .569

  .513

Net realized and unrealized gain (loss)

  .416

  1.238

  (1.771)

  (.206)

  (.022)

Total from investment operations

  .757

  1.543

  (1.339)

  .363

  .491

Distributions from net investment income

  (.238)

  (.235)

  (.402)

  (.573)

  (.502)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.288)

  (.235)

  (.402)

  (.575)

  (.502)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.30

$ 7.99

$ 9.73

$ 9.94

Total Return A, B

  8.30%

  19.74%

  (14.21)%

  3.76%

  5.06%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.55%

  1.56%

  1.56%

  1.55%

  1.63%

Expenses net of fee waivers,
if any

  1.55%

  1.55%

  1.55%

  1.55%

  1.63%

Expenses net of all reductions

  1.55%

  1.55%

  1.55%

  1.55%

  1.62%

Net investment income

  3.59%

  3.59%

  4.64%

  5.75%

  5.16%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 43

$ 44

$ 42

$ 100

$ 143

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.31

$ 8.00

$ 9.74

$ 9.95

$ 9.96

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .321

  .288

  .408

  .553

  .508

Net realized and unrealized gain (loss)

  .415

  1.235

  (1.770)

  (.207)

  (.022)

Total from investment operations

  .736

  1.523

  (1.362)

  .346

  .486

Distributions from net investment income

  (.217)

  (.215)

  (.379)

  (.556)

  (.497)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.267)

  (.215)

  (.379)

  (.558)

  (.497)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.78

$ 9.31

$ 8.00

$ 9.74

$ 9.95

Total Return A, B

  8.05%

  19.43%

  (14.41)%

  3.58%

  5.00%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.76%

  1.78%

  1.80%

  1.71%

  1.68%

Expenses net of fee waivers,
if any

  1.76%

  1.78%

  1.80%

  1.71%

  1.68%

Expenses net of all reductions

  1.76%

  1.78%

  1.80%

  1.71%

  1.68%

Net investment income

  3.38%

  3.35%

  4.39%

  5.59%

  5.10%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 622

$ 335

$ 199

$ 345

$ 450

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Fidelity Floating Rate High Income Fund

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.30

$ 8.00

$ 9.74

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income B

  .418

  .377

  .508

  .650

  .593

Net realized and unrealized gain (loss)

  .417

  1.225

  (1.771)

  (.196)

  (.021)

Total from investment operations

  .835

  1.602

  (1.263)

  .454

  .572

Distributions from net investment income

  (.316)

  (.304)

  (.478)

  (.654)

  (.583)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.366)

  (.304)

  (.478)

  (.656)

  (.583)

Redemption fees added to paid in capital B

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.30

$ 8.00

$ 9.74

$ 9.94

Total Return A

  9.18%

  20.55%

  (13.49)%

  4.72%

  5.92%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .73%

  .75%

  .73%

  .73%

  .81%

Expenses net of fee waivers,
if any

  .73%

  .75%

  .73%

  .73%

  .81%

Expenses net of all reductions

  .73%

  .75%

  .73%

  .72%

  .81%

Net investment income

  4.41%

  4.39%

  5.46%

  6.58%

  5.97%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 3,566

$ 2,354

$ 1,292

$ 2,679

$ 2,989

Portfolio turnover rate D

  43%

  25%

  16%

  69%

  61%

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.29

$ 7.99

$ 9.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income B

  .415

  .379

  .503

  .647

  .591

Net realized and unrealized gain (loss)

  .427

  1.221

  (1.769)

  (.206)

  (.021)

Total from investment operations

  .842

  1.600

  (1.266)

  .441

  .570

Distributions from net investment income

  (.313)

  (.302)

  (.475)

  (.651)

  (.581)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.363)

  (.302)

  (.475)

  (.653)

  (.581)

Redemption fees added to paid in capital B

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.29

$ 7.99

$ 9.73

$ 9.94

Total Return A

  9.27%

  20.54%

  (13.54)%

  4.58%

  5.89%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .76%

  .77%

  .77%

  .76%

  .84%

Expenses net of fee waivers,
if any

  .76%

  .77%

  .77%

  .76%

  .84%

Expenses net of all reductions

  .76%

  .77%

  .76%

  .76%

  .83%

Net investment income

  4.38%

  4.36%

  5.43%

  6.55%

  5.95%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 1,138

$ 469

$ 138

$ 207

$ 275

Portfolio turnover rate D

  43%

  25%

  16%

  69%

  61%

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2010

(Amounts in thousands except ratios)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, floating rate loans and foreign government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. 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 fair value and are categorized as Level 2 in the hierarchy. The Fund invests a significant portion of its assets in

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured. The Fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, consent fees and prepayment fees. These fees are recorded as Income in the accompanying financial statements.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

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

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

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

Gross unrealized appreciation

$ 276,895

Gross unrealized depreciation

(43,026)

Net unrealized appreciation (depreciation)

$ 233,869

 

 

Tax Cost

$ 6,781,043

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 29,994

Capital loss carryforward

$ (154,604)

Net unrealized appreciation (depreciation)

$ 233,869

The tax character of distributions paid was as follows:

 

October 31, 2010

October 31, 2009

Ordinary Income

$ 180,746

$ 95,253

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 60 days are subject to a redemption fee equal to 1.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of floating rate loans), other than short-term securities, aggregated $4,405,148 and $2,021,216, respectively.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .57% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 1,976

$ 75

Class T

-%

.25%

446

-

Class B

.55%

.15%

316

248

Class C

.75%

.25%

4,776

2,355

 

 

 

$ 7,514

$ 2,678

Sales Load. FDC receives a front-end sales charge of up to 2.75% for selling Class A shares and 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 3.50% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) 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

$ 414

Class T

61

Class B*

71

Class C*

129

 

$ 675

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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

 

Amount

% of
Average
Net Assets

Class A

$ 1,292

.16

Class T

277

.15

Class B

104

.23

Class C

708

.15

Fidelity Floating Rate High Income Fund

3,407

.12

Institutional Class

1,115

.15

 

$ 6,903

 

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

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $19 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $8.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2010

2009

From net investment income

 

 

Class A

$ 23,450

$ 10,536

Class T

5,386

4,731

Class B

1,129

1,155

Class C

10,682

6,049

Fidelity Floating Rate High Income Fund

95,016

62,441

Institutional Class

24,565

10,341

Total

$ 160,228

$ 95,253

From net realized gain

 

 

Class A

$ 2,787

$ -

Class T

742

-

Class B

234

-

Class C

1,822

-

Fidelity Floating Rate High Income Fund

12,502

-

Institutional Class

2,431

-

Total

$ 20,518

$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

81,725

48,725

$ 779,901

$ 415,716

Reinvestment of distributions

2,275

1,018

21,629

8,748

Shares redeemed

(30,931)

(18,093)

(294,118)

(158,144)

Net increase (decrease)

53,069

31,650

$ 507,412

$ 266,320

Class T

 

 

 

 

Shares sold

14,246

7,181

$ 135,056

$ 60,340

Reinvestment of distributions

545

487

5,173

4,066

Shares redeemed

(5,379)

(8,995)

(50,997)

(77,682)

Net increase (decrease)

9,412

(1,327)

$ 89,232

$ (13,276)

Class B

 

 

 

 

Shares sold

1,770

1,793

$ 16,858

$ 15,223

Reinvestment of distributions

108

105

1,018

867

Shares redeemed

(2,210)

(2,368)

(21,009)

(19,832)

Net increase (decrease)

(332)

(470)

$ (3,133)

$ (3,742)

Annual Report

10. Share Transactions - continued

Transactions for each class of shares were as follows: - continued

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class C

 

 

 

 

Shares sold

37,058

19,145

$ 353,406

$ 163,896

Reinvestment of distributions

896

479

8,502

4,023

Shares redeemed

(10,394)

(8,474)

(98,760)

(71,281)

Net increase (decrease)

27,560

11,150

$ 263,148

$ 96,638

Fidelity Floating Rate High Income Fund

 

 

 

 

Shares sold

211,892

185,964

$ 2,019,775

$ 1,569,071

Reinvestment of distributions

9,543

6,026

90,556

51,119

Shares redeemed

(109,667)

(100,407)

(1,040,316)

(857,029)

Net increase (decrease)

111,768

91,583

$ 1,070,015

$ 763,161

Institutional Class

 

 

 

 

Shares sold

93,750

53,110

$ 894,344

$ 449,402

Reinvestment of distributions

1,549

653

14,718

5,644

Shares redeemed

(29,322)

(20,585)

(278,000)

(181,516)

Net increase (decrease)

65,977

33,178

$ 631,062

$ 273,530

11. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series I and Shareholders of Fidelity Advisor Floating Rate High Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Floating Rate High Income Fund (the Fund), a fund of Fidelity Advisor Series I, including the schedule of investments, as of October 31, 2010, and the related statement of operations for the year then ended, the statement of changes in 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. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the custodians, and agent banks; where replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Floating Rate High Income Fund as of October 31, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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.

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

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

Annual Report

Board Structure and Oversight Function. Edward C. Johnson 3d is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; 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 and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

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

Annual Report

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

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (57)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999 - present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994 - present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

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

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (46)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

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

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (49)

 

Year of Election or Appointment: 2009

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

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2010

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

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (42)

 

Year of Election or Appointment: 2010

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

Annual Report

Distributions (Unaudited)

A total of 0.25% 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 $130,978,598 of distributions paid during the period January 1, 2010 to October 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Floating Rate High Income Fund

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

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2010 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, 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 the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interest of the fund.

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

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

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through 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 a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of the retail class and Class C of the fund, the cumulative total returns of a proprietary custom index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of the retail class and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom index is an index developed by FMR that represents the performance of the fund's general investment categories.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Floating Rate High Income Fund

fid105

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

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative 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.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Floating Rate High Income Fund

fid107

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 2009.

Furthermore, the Board considered that it had approved an amendment (effective February 1, 2007) to the fund's management contract that lowered the individual fund fee rate from 55 basis points to 45 basis points. The Board considered that the chart reflects the fund's lower management fee in 2007, as if the lower fee were in effect for the entire year.

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

Total Expenses. 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 class ranked below its competitive median for 2009.

Annual Report

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that the reduction in the fund's individual fund fee rate by 10 basis points delivers significant economies to fund shareholders.

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

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

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

AFR-UANN-1210
1.784741.107

fid109

(Fidelity Investment logo)(registered trademark)
Fidelity AdvisorSM
Floating Rate High Income
Fund - Institutional Class

Annual Report

October 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio 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 financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Equities have staged a rally in the second half of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remain about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

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

Average Annual Total Returns

Periods ended October 31, 2010

Past 1
year

Past 5
years

Past 10
years

  Institutional Class

9.27%

4.75%

4.54%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Floating Rate High Income Fund - Institutional Class on October 31, 2000. The chart shows how the value of your investment would have changed, and also shows how the S&P/Loan Syndications and Trading Association Leveraged Performing Loan Index performed over the same period.

fid123

Annual Report

Management's Discussion of Fund Performance

Market Recap: An expanding U.S. economy, declining default rates and favorable supply/demand dynamics - including a contracting pool of outstanding loans and strong investor cash flows - buoyed the leveraged-loan market for the 12 months ending October 31, 2010. The S&P®/LSTA Leveraged Performing Loan Index gained 11.40% for the period. From a technical perspective, a supply/demand imbalance led to stronger prices. Asset flows into leveraged-loan funds were robust, repayments continued throughout the period and new issuance, while picking up year over year, was outstripped by demand from both retail and crossover investors such as hedge funds and others seeking relative value. The performing loan market ended October 2010 with $452 billion outstanding, up about 2% from year-end 2009, but down 17% since the end of 2008. Business fundamentals provided a tail wind in the first quarter of 2010, but dissipated in the second quarter in advance of the Federal Reserve Board's widely anticipated announcement of a second round of monetary easing. Additionally, the default rate on leveraged loans continued to decline from its peak of 10.8% in November 2009 to 2.3% by period end - a 23-month low - as plentiful liquidity allowed issuers to push out maturities, secure covenant relief and raise additional capital.

Comments from Christine McConnell, Portfolio Manager of Fidelity AdvisorSM Floating Rate High Income Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 8.96%, 8.87%, 8.30% and 8.05%, respectively (excluding sales charges), lagging the S&P/LSTA index. The fund's conservative bias toward larger-cap, higher-credit-quality issues hurt, as smaller-cap, lower-quality issues outperformed during the period. On an industry basis, the biggest drags on performance came from metals/mining, industrial equipment, leisure and chemicals/plastics. Notable individual detractors were cable and entertainment giant Cablevision Systems and out-of-benchmark positions in Freeport-McMoRan Copper & Gold and German health care holding company Fresenius Medical Care. Also detracting was not owning a number of smaller-cap, lower-quality benchmark components that outperformed, including chemical producer Hexion, which merged with Momentive Performance Materials Holdings in October. Our cash position also hurt. Contributors included an underweighting in the business equipment/services and publishing industries, as well as good security selection in the latter, with holdings in yellow pages publisher R.H. Donnelley faring well. Investments in a variety of telecom and media companies boosted performance, led by mobile broadband builder/operator Clearwire and radio/billboard giant Clear Channel Communications. Some of these names were sold from the fund prior to period end.

Comments from Christine McConnell, Portfolio Manager of Fidelity AdvisorSM Floating Rate High Income Fund: For the year ending October 31, 2010, the fund's Institutional Class shares returned 9.27%, lagging the S&P/LSTA index. The fund's conservative bias toward larger-cap, higher-credit-quality issues hurt, as smaller-cap, lower-quality issues outperformed during the period. On an industry basis, the biggest drags on performance came from metals/mining, industrial equipment, leisure and chemicals/plastics. Notable individual detractors were cable and entertainment giant Cablevision Systems and out-of-benchmark positions in Freeport-McMoRan Copper & Gold and German health care holding company Fresenius Medical Care. Also detracting was not owning a number of smaller-cap, lower-quality benchmark components that outperformed, including chemical producer Hexion, which merged with Momentive Performance Materials Holdings in October. Our cash position also hurt. Contributors included an underweighting in the business equipment/services and publishing industries, as well as good security selection in the latter, with holdings in yellow pages publisher R.H. Donnelley faring well. Investments in a variety of telecom and media companies boosted performance, led by mobile broadband builder/operator Clearwire and radio/billboard giant Clear Channel Communications. Some of these names were sold from the fund prior to period end.

Annual Report

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

Shareholder Expense Example - 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.

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2010

Ending
Account Value
October 31, 2010

Expenses Paid
During Period
*
May 1, 2010
to October 31, 2010

Class A

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 1,026.30

$ 5.21

HypotheticalA

 

$ 1,000.00

$ 1,020.06

$ 5.19

Class T

1.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,025.30

$ 5.16

HypotheticalA

 

$ 1,000.00

$ 1,020.11

$ 5.14

Class B

1.54%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.60

$ 7.85

HypotheticalA

 

$ 1,000.00

$ 1,017.44

$ 7.83

Class C

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,021.50

$ 8.92

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Fidelity Floating Rate High Income Fund

.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,026.80

$ 3.68

HypotheticalA

 

$ 1,000.00

$ 1,021.58

$ 3.67

Institutional Class

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,026.70

$ 3.88

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of October 31, 2010

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

HCA, Inc.

3.3

2.9

Community Health Systems, Inc.

2.8

2.7

Charter Communications Operating LLC

2.5

2.7

Univision Communications, Inc.

1.6

1.7

Reynolds Consumer Products Holdings, Inc.

1.6

0.3

 

11.8

Top Five Market Sectors as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Healthcare

13.8

12.5

Telecommunications

9.1

9.4

Electric Utilities

8.4

8.1

Technology

6.0

5.9

Automotive

5.8

6.2

Quality Diversification (% of fund's net assets)

As of October 31, 2010

As of April 30, 2010

fid64

BBB 5.6%

 

fid64

BBB 5.9%

 

fid67

BB 34.3%

 

fid67

BB 37.3%

 

fid70

B 26.7%

 

fid70

B 29.0%

 

fid73

CCC,CC,C 2.8%

 

fid73

CCC,CC,C 3.7%

 

fid76

D 0.0%

 

fid76

D 0.1%

 

fid79

Not Rated 22.0%

 

fid79

Not Rated 14.6%

 

fid82

Equities 0.8%

 

fid82

Equities 0.8%

 

fid85

Short-Term
Investments and
Net Other Assets 7.8%

 

fid85

Short-Term
Investments and
Net Other Assets 8.6%

 

fid84

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

Asset Allocation (% of fund's net assets)

As of October 31, 2010*

As of April 30, 2010**

fid64

Floating Rate Loans 75.8%

 

fid64

Floating Rate Loans 72.9%

 

fid92

Convertible Bonds 0.0%

 

fid92

Convertible Bonds 0.0%

 

fid70

Nonconvertible
Bonds 15.5%

 

fid70

Nonconvertible
Bonds 17.6%

 

fid73

Foreign Government
& Government
Agency Obligations 0.1%

 

fid73

Foreign Government
& Government
Agency Obligations 0.1%

 

fid79

Common Stocks 0.8%

 

fid79

Common Stocks 0.8%

 

fid85

Short-Term
Investments and
Net Other Assets 7.8%

 

fid85

Short-Term
Investments and
Net Other Assets 8.6%

 

* Foreign investments

7.6%

 

** Foreign investments

6.3%

 

fid86

Amount represents less than 0.1%

Annual Report

Investments October 31, 2010

Showing Percentage of Net Assets

Floating Rate Loans (h) - 75.8%

 

Principal Amount (000s)

Value (000s)

Aerospace - 1.1%

AX Acquisition Corp. Tranche B1, term loan 3.625% 8/15/14 (f)

$ 5,876

$ 5,784

BE Aerospace, Inc. Tranche B, term loan 5% 7/28/14 (f)

2,617

2,649

Sequa Corp. term loan 3.5406% 12/3/14 (f)

35,990

34,146

Spirit Aerosystems, Inc. Tranche B 2LN, term loan 3.5391% 9/30/16 (f)

16,398

16,316

TransDigm, Inc. term loan 2.2691% 6/23/13 (f)

14,340

14,143

Wesco Aircraft Hardware Corp. Tranche 1LN, term loan 2.51% 9/29/13 (f)

4,062

4,042

 

77,080

Air Transportation - 1.1%

Delta Air Lines, Inc.:

Tranche 1LN:

Revolving Credit-Linked Deposit 2.2842% 4/30/12 (f)

14,939

14,752

term loan 8.75% 9/27/13 (f)

3,777

3,815

Tranche 2LN, term loan 3.5391% 4/30/14 (f)

13,915

13,497

Northwest Airlines Corp. Tranche B, term loan 3.79% 12/22/13 (f)

3,742

3,517

United Air Lines, Inc. Tranche B, term loan 2.3125% 2/1/14 (f)

13,878

13,184

US Airways Group, Inc. term loan 2.7884% 3/23/14 (f)

25,712

23,141

 

71,906

Automotive - 3.5%

Dana Holding Corp. term loan 4.5865% 1/31/15 (f)

23,755

23,755

Federal-Mogul Corp.:

Tranche B, term loan 2.1975% 12/27/14 (f)

36,899

32,471

Tranche C, term loan 2.1975% 12/27/15 (f)

18,826

16,426

Ford Motor Co. term loan 3.0375% 12/15/13 (f)

86,192

84,899

Tenneco, Inc.:

Credit-Linked Deposit 5.2569% 3/16/14 (f)

15,750

15,868

Tranche B, term loan 5.0394% 6/3/16 (f)

11,970

12,060

The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 2.21% 4/30/14 (f)

43,500

42,086

TRW Automotive, Inc. Tranche A 2LN, term loan 4.0835% 5/30/15 (f)

5,101

5,159

 

232,724

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Broadcasting - 3.6%

Citadel Broadcasting Corp. term loan 11% 6/3/15 (f)

$ 2,579

$ 2,718

Clear Channel Capital I LLC Tranche B, term loan 3.9053% 1/29/16 (f)

31,498

25,001

Clear Channel Communications, Inc. Tranche A, term loan 3.6563% 7/30/14 (f)

3,000

2,460

FoxCo Acquisition LLC Tranche B, term loan 7.5% 7/14/15 (f)

1,732

1,714

Gray Television, Inc. Tranche B, term loan 3.76% 12/31/14 (f)

2,468

2,394

Nexstar Broadcasting, Inc. term loan 5.0038% 9/30/16 (f)

8,394

8,352

Raycom Media, Inc. Tranche B, term loan 1.8125% 6/25/14 (f)

6,398

5,886

Sinclair Broadcast Group, Inc. Tranche B, term loan 5.5% 10/23/15 (f)

5,909

5,998

Univision Communications, Inc.:

term loan 4.5063% 3/31/17 (f)

65,801

62,511

Tranche 1LN, term loan 2.5063% 9/29/14 (f)

39,201

37,240

VNU, Inc.:

term loan 2.2563% 8/9/13 (f)

6,995

6,907

Tranche B, term loan 4.0063% 5/1/16 (f)

22,897

22,697

Tranche C, term loan 4.0063% 5/1/16 (f)

57,079

56,151

 

240,029

Building Materials - 0.4%

Goodman Global Group, Inc.:

Tranche 1 LN, term loan 5.75% 10/27/16 (f)

22,000

22,248

Tranche 2LN, term loan 9% 10/27/17 (f)

3,540

3,620

 

25,868

Cable TV - 4.6%

CCO Holdings, LLC Tranche 3LN, term loan 2.7553% 9/6/14 (f)

3,000

2,835

Cequel Communications LLC Tranche 1LN, term loan 2.2569% 11/5/13 (f)

20,619

20,388

Charter Communications Operating LLC:

term loan 7.25% 3/6/14 (f)

6,970

7,161

Tranche B 1LN, term loan 2.26% 3/6/14 (f)

99,561

97,819

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Cable TV - continued

CSC Holdings, Inc.:

Tranche B, term loan 2.0063% 3/31/13 (f)

$ 16,968

$ 16,905

Tranche B2, term loan 3.5063% 3/29/16 (f)

6,969

6,934

Tranche B3, term loan 3.2563% 3/29/16 (f)

64,682

63,796

Insight Midwest Holdings LLC Tranche B, term loan 2.0207% 4/6/14 (f)

12,641

12,199

Mediacom Broadband LLC Tranche F, term loan 4.5% 10/23/17 (f)

18,953

18,716

Mediacom LLC:

Tranche D, term loan 5.5% 3/31/17 (f)

2,970

2,940

Tranche E, term loan 4.5% 10/23/17 (f)

5,985

5,835

San Juan Cable, Inc. Tranche 1LN, term loan 2.05% 10/31/12 (f)

4,634

4,541

TWCC Holding Corp. Tranche B, term loan 5% 9/12/15 (f)

11,716

11,760

UPC Broadband Holding BV:

Tranche T, term loan 4.2507% 12/31/16 (f)

17,000

16,575

Tranche X, term loan 4.2507% 12/31/17 (f)

13,008

12,650

Wide Open West Finance LLC Tranche A, term loan 6.7563% 6/28/14 (f)

5,000

4,875

 

305,929

Capital Goods - 2.9%

Ashtead Group PLC term loan 2.0625% 8/31/11 (f)

2,658

2,645

Baldor Electric Co. term loan 5.25% 1/31/14 (f)

5,064

5,115

Bucyrus International, Inc.:

Tranche B, term loan 3.26% 5/4/14 (f)

11,968

12,088

Tranche C, term loan 4.5% 2/19/16 (f)

20,897

21,001

Dresser, Inc.:

Tranche 2LN, term loan 6.1119% 5/4/15 pay-in-kind (f)

15,000

14,925

Tranche B 1LN, term loan 2.6119% 5/4/14 (f)

37,082

36,896

Flowserve Corp. term loan 1.8125% 8/10/12 (f)

32,662

32,581

Polypore, Inc. Tranche B, term loan 2.26% 7/3/14 (f)

1,842

1,815

Rexnord Corp.:

Tranche B A0, term loan 2.5625% 7/19/13 (f)

3,326

3,210

Tranche B, term loan 2.8125% 7/19/13 (f)

6,325

6,167

Sensata Technologies BV term loan 2.0381% 4/27/13 (f)

9,935

9,674

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Capital Goods - continued

Sensus Metering Systems, Inc. Tranche B term loan 2.2717% 12/17/10 (f)

$ 1,134

$ 1,131

SRAM LLC term loan 5.0098% 4/30/15 (f)

1,759

1,759

Tomkins PLC:

Tranche A, term loan 6.5% 9/21/15 (f)

6,000

6,023

Tranche B, term loan 6.75% 9/21/16 (f)

38,000

38,523

 

193,553

Chemicals - 4.7%

Celanese Holdings LLC:

Revolving Credit-Linked Deposit 1.7563% 4/2/13 (f)

5,526

5,416

Tranche C, term loan 3.29% 10/31/16 (f)

35,265

35,399

CF Industries Holdings, Inc. Tranche B1, term loan 4.5% 4/5/15 (f)

30,075

30,376

Charter Communications Operating LLC Tranche C, term loan 3.54% 9/6/16 (f)

58,747

57,719

Chemtura Corp. term loan:

5.5% 8/27/16 (f)

17,000

17,128

6% 2/1/11 (f)

17,370

17,479

Gentek Holding LLC Tranche B, term loan 6.75% 10/6/15 (f)

6,000

6,038

Huntsman International LLC Tranche B, term loan 1.7835% 4/19/14 (f)

24,097

23,554

INEOS US Finance:

Tranche B 2LN, term loan 9.501% 12/16/13 (f)

6,450

6,604

Tranche B, term loan 9.501% 12/16/13 (f)

1,456

1,490

Tranche C 2LN, term loan 10.001% 12/16/14 (f)

6,568

6,724

Tranche C, term loan 10.001% 12/16/14 (f)

1,544

1,581

Lyondell Chemical Co. term loan 5.5% 4/8/16 (f)

25,775

26,020

MacDermid, Inc. Tranche B, term loan 2.2553% 4/12/14 (f)

1,956

1,858

Millennium America/Millennium Inorganic Chemicals Ltd. Tranche 1LN, term loan 2.5394% 5/15/14 (f)

2,000

1,930

Momentive Performance Materials, Inc. Tranche B1, term loan 2.5625% 12/4/13 (f)

19,986

19,636

Nalco Co.:

Tranche B 1LN, term loan 4.5% 10/5/17 (f)

15,505

15,679

Tranche C, term loan 2.5079% 5/13/16 (f)

1,985

1,970

OMNOVA Solutions, Inc. Tranche B, term loan 5.75% 4/25/17 (f)

6,000

6,015

Rockwood Specialties Group, Inc. Tranche H, term loan 6% 5/15/14 (f)

7,475

7,494

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Chemicals - continued

Solutia, Inc. Tranche B, term loan 4.75% 3/17/17 (f)

$ 14,259

$ 14,349

Tronox, Inc. Tranche B, term loan 7% 12/31/10 (f)

7,000

7,026

 

311,485

Consumer Products - 1.9%

Herbalife International, Inc. term loan 1.76% 7/21/13 (f)

1,662

1,637

Jarden Corp.:

Tranche B 5LN, term loan 3.5394% 1/26/15 (f)

3,065

3,084

Tranche B4, term loan 3.5394% 1/26/15 (f)

5,830

5,859

Revlon Consumer Products Corp. term loan 6% 3/11/15 (f)

9,950

9,950

Reynolds Consumer Products Holdings, Inc.:

term loan:

6.25% 5/5/16 (f)

38,555

38,748

6.75% 5/5/16 (f)

16,801

16,927

term loan:

6.25% 8/6/15 (f)(e)

9,000

9,011

6.5% 5/5/16 (f)(e)

39,205

39,548

Spectrum Brands, Inc. term loan 8% 6/16/16 (f)

3,000

3,056

Weight Watchers International, Inc. Tranche B, term loan 1.8125% 1/26/14 (f)

1,867

1,815

 

129,635

Containers - 1.5%

Anchor Glass Container Corp.:

Tranche 1LN, term loan 6% 3/2/16 (f)

23,654

23,654

Tranche 2LN, term loan 10% 9/2/16 (f)

9,500

9,453

Berry Plastics Holding Corp. Tranche C, term loan 2.3763% 4/3/15 (f)

7,911

7,475

BWAY Holding Co. Tranche B, term loan 5.5767% 6/16/17 (f)

1,995

2,012

Crown Holdings, Inc.:

term loan B 2.01% 11/15/12 (f)

6,386

6,378

Tranche B, term loan 2.01% 11/15/12 (f)

5,325

5,318

Graham Packaging Co. LP Tranche C, term loan 6.75% 4/5/14 (f)

1,990

2,007

Graham Packaging Holdings Co. term loan 6% 9/23/16 (f)

16,000

16,190

Owens-Brockway Glass Container, Inc. Tranche B, term loan 1.7563% 6/14/13 (f)

25,849

25,785

 

98,272

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Diversified Financial Services - 2.3%

CIT Group, Inc. Tranche 3LN, term loan 6.25% 8/11/15 (f)

$ 17,813

$ 18,125

Fifth Third Processing Solutions:

Tranche 1LN, term loan 10/29/16

19,280

19,087

Tranche 2LN, term loan 8.25% 10/29/17 (f)

3,905

3,866

Interactive Data Corp. term loan 6.75% 1/29/17 (f)

19,963

20,288

International Lease Finance Corp.:

Tranche 1LN, term loan 6.75% 3/17/15 (f)

12,923

13,214

Tranche 2LN, term loan 7% 3/17/16 (f)

9,077

9,259

MSCI, Inc. term loan 4.75% 6/1/16 (f)

23,940

24,090

Nuveen Investments, Inc. term loan 3.2889% 11/13/14 (f)

15,044

14,085

RBS WorldPay Tranche B, term loan 10/18/17 

10,000

10,088

TransUnion LLC term loan 6.75% 6/15/17 (f)

18,608

18,841

 

150,943

Diversified Media - 0.6%

Affinion Group, Inc. Tranche B, term loan 5% 10/9/16 (f)

2,985

2,955

Autotrader.com, Inc.:

Tranche A 2LN, term loan 4.76% 6/14/16 (f)

1,500

1,508

Tranche B, term loan 6% 6/14/16 (f)

5,000

5,006

Lamar Media Corp. Tranche B, term loan 4.25% 12/31/16 (f)

24,989

25,083

LBI Media, Inc. term loan 1.7553% 3/31/12 (f)

2,197

2,065

Thomson Media, Inc. Tranche B1, term loan 7% 11/8/11 (f)

905

860

 

37,477

Electric Utilities - 7.0%

AES Corp. term loan 2.8588% 8/10/11 (f)

16,732

16,690

Ashmore Energy International:

Revolving Credit-Linked Deposit 3.2894% 3/30/12 (f)

4,636

4,479

term loan 3.2894% 3/30/14 (f)

51,927

50,175

BRSP LLC term loan 7.5% 6/24/14 (f)

13,089

13,154

Calpine Corp. Tranche D, term loan 3.165% 3/29/14 (f)

16,271

16,108

Calpine New Development Holdings LLC term loan 7% 6/8/17 (f)

36,908

37,553

Coleto Creek WLE LP:

LOC 3.0394% 6/28/13 (f)

966

904

term loan 3.0318% 6/28/13 (f)

5,773

5,398

Covanta Energy Corp.:

term loan 1.8567% 2/9/14 (f)

5,817

5,700

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Electric Utilities - continued

Covanta Energy Corp.: - continued

Credit-Linked Deposit 1.79% 2/9/14 (f)

$ 2,967

$ 2,908

Dynegy Holdings, Inc.:

Revolving Credit-Linked Deposit 4.01% 4/2/13 (f)

45,554

44,928

Tranche B, term loan 4.01% 4/2/13 (f)

3,856

3,803

GenOn Energy, Inc. Tranche B, term loan 9/20/17 

28,000

27,860

MACH Gen LLC Credit-Linked Deposit 2.2894% 2/22/13 (f)

182

170

Mirant North America LLC term loan 2.0053% 1/3/13 (f)

19,418

19,321

Nebraska Energy, Inc.:

Tranche 1LN, Credit-Linked Deposit 2.8125% 11/1/13 (f)

87

85

Tranche 2LN, term loan 5.0625% 5/1/14 (f)

6,000

5,400

Tranche B 1LN, term loan 2.8125% 11/1/13 (f)

4,725

4,607

North American Energy Alliance LLC/North American Energy Alliance Finance Corp.:

Tranche B, term loan 3.76% 5/8/15 (f)

585

558

Tranche DD, term loan 3.76% 5/8/15 (f)

2,339

2,233

NRG Energy, Inc.:

term loan:

1.7812% 2/1/13 (f)

14,634

14,396

3.5394% 8/1/15 (f)

29,714

29,677

Credit-Linked Deposit:

3.2894% 2/1/13 (f)

2,220

2,154

3.5394% 8/1/15 (f)

29,097

28,770

NSG Holdings LLC:

Credit-Linked Deposit 1.7922% 6/15/14 (f)

247

236

Tranche B, term loan 1.7922% 6/15/14 (f)

1,147

1,093

Reliant Energy, Inc. Credit-Linked Deposit 2.0063% 6/30/14 (f)

11,150

11,066

Tempus Public Foundation Generation Holdings LLC:

revolver loan 2.2894% 12/15/11 (f)

359

344

Credit-Linked Deposit 2.2894% 12/15/13 (f)

1,144

1,098

Tranche 1LN, term loan 2.2894% 12/15/13 (f)

2,788

2,677

Tranche 2LN, term loan 4.5394% 12/15/14 (f)

18,242

16,692

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.:

Tranche B1, term loan 3.7563% 10/10/14 (f)

32,343

25,147

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Electric Utilities - continued

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.: - continued

Tranche B2, term loan 3.9226% 10/10/14 (f)

$ 30,379

$ 23,657

Tranche B3, term loan 3.7563% 10/10/14 (f)

58,455

45,522

 

464,563

Energy - 0.3%

Alon USA, Inc. term loan 2.591% 8/4/13 (f)

1,862

1,359

Citgo Petroleum Corp. Tranche B, term loan 8% 6/24/15 (f)

2,963

3,029

Compagnie Generale de Geophysique SA term loan 5.5% 1/12/16 (f)

1,286

1,289

Sheridan Production Partners LP term loan 7.5% 4/20/17 (f)

8,970

8,948

Venoco, Inc. Tranche 2LN, term loan 4.3125% 5/7/14 (f)

2,763

2,611

 

17,236

Entertainment/Film - 0.2%

Live Nation Entertainment, Inc. Tranche B, term loan 4.5% 11/6/16 (f)

1,990

1,960

MGM Holdings II, Inc. Tranche B1, term loan 20.5% 4/8/12 (c)(f)

3,954

1,819

Regal Cinemas Corp. term loan 3.7894% 11/19/16 (f)

6,965

6,991

 

10,770

Environmental - 0.1%

EnergySolutions, Inc. term loan 6.25% 8/13/16 (f)

9,975

10,075

Synagro Technologies, Inc. Tranche 1LN, term loan 2.26% 3/30/14 (f)

455

394

 

10,469

Food and Drug Retail - 0.5%

GNC Corp. term loan 2.5286% 9/16/13 (f)

2,830

2,774

Rite Aid Corp.:

Tranche 3, term loan 6% 6/4/14 (f)

5,991

5,961

Tranche ABL, term loan 2.01% 6/4/14 (f)

15,227

13,742

SUPERVALU, Inc.:

Tranche B, term loan 1.5381% 6/2/12 (f)

9,678

9,436

Tranche B2, term loan 3.0381% 10/5/15 (f)

3,180

3,096

 

35,009

Food/Beverage/Tobacco - 2.0%

Bolthouse Farms, Inc. Tranche 1LN, term loan 5.5% 2/11/16 (f)

7,955

8,025

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Food/Beverage/Tobacco - continued

Constellation Brands, Inc.:

Tranche B, term loan 1.8125% 6/5/13 (f)

$ 23,647

$ 23,529

Tranche B, term loan 3.0625% 6/5/15 (f)

11,666

11,695

Dean Foods Co. Tranche B, term loan:

3.29% 4/2/16 (f)

16,315

16,315

3.54% 4/2/17 (f)

7,980

7,900

Dole Food Co., Inc.:

Tranche B 1LN, term loan 5.0603% 3/2/17 (f)

1,967

1,981

Tranche C 1LN, term loan 5.0406% 3/2/17 (f)

4,885

4,921

Michael Foods, Inc. Tranche B, term loan 6.25% 6/29/16 (f)

17,307

17,609

NBTY, Inc. Tranche B, term loan 6.25% 10/1/17 (f)

28,825

29,257

Pinnacle Foods Finance LLC Tranche D, term loan 6% 4/4/14 (f)

9,975

10,112

 

131,344

Gaming - 2.1%

Ameristar Casinos, Inc. term loan 3.5391% 11/10/12 (f)

4,786

4,786

Choctaw Resort Development Enterprise term loan 7.25% 11/4/11 (f)

1,210

1,189

Harrah's Entertainment, Inc.:

Tranche B1, term loan 3.2884% 1/28/15 (f)

6,688

5,885

Tranche B2, term loan 3.2884% 1/28/15 (f)

8,890

7,846

Tranche B3, term loan 3.2884% 1/28/15 (f)

8,780

7,727

Tranche B4, term loan 9.5% 10/31/16 (f)

1,985

2,064

Las Vegas Sands LLC:

term loan 2.03% 5/23/14 (f)

2,167

2,048

Tranche B, term loan 2.03% 5/23/14 (f)

10,724

10,135

MGM Mirage, Inc. Tranche D, term loan 6% 10/3/11 (f)

21,079

21,026

Penn National Gaming, Inc. Tranche B, term loan 2.0339% 10/3/12 (f)

20,901

20,770

Venetian Macau Ltd.:

Tranche B, term loan 4.78% 5/26/13 (f)

21,102

21,050

Tranche DD, term loan 4.78% 5/26/12 (f)

15,124

15,086

Venetian Macau US Finance, Inc. Tranche B, term loan 4.78% 5/25/13 (f)

17,106

17,063

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. term loan B 2.135% 8/15/13 (f)

2,313

2,243

 

138,918

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Healthcare - 13.2%

Bausch & Lomb, Inc. term loan:

3.5053% 4/26/15 (f)

$ 5,411

$ 5,276

3.5268% 4/26/15 (f)

23,172

22,593

Biomet, Inc. term loan 3.2816% 3/25/15 (f)

19,840

19,617

Casella Waste Systems, Inc. Tranche B 1LN, term loan 7% 4/9/14 (f)

2,963

2,981

Community Health Systems, Inc.:

Tranche B, term loan 2.5494% 7/25/14 (f)

183,569

180,334

Tranche DD, term loan 2.5494% 7/25/14 (f)

9,417

9,252

Concentra Operating Corp. Tranche B 1LN, term loan 2.54% 6/25/14 (f)

944

923

DaVita, Inc. Tranche B, term loan 4.5% 10/20/16 (f)

65,495

66,068

Emdeon Business Services term loan 4.5% 11/16/13 (f)

4,000

4,010

Emergency Medical Services Corp. term loan 3.2563% 4/8/15 (f)

4,938

4,938

Fresenius Medical Care Holdings, Inc.:

term loan 4.5% 9/10/14 (f)

28,061

28,342

Tranche B, term loan 1.659% 3/31/13 (f)

34,277

34,020

Tranche C 2LN, term loan 4.5% 9/10/14 (f)

17,178

17,350

Grifols SA Tranche B, term loan 10/1/16 

42,000

42,420

HCA, Inc.:

Tranche B, term loan 2.5394% 11/17/13 (f)

168,607

165,656

Tranche B2, term loan 3.5394% 3/31/17 (f)

55,286

54,529

Health Management Associates, Inc. Tranche B, term loan 2.0394% 2/28/14 (f)

8,952

8,762

HGI Holdings, Inc. Tranche B, term loan 6.75% 10/1/16 (f)

2,000

2,003

IASIS Healthcare Corp.:

term loan 2.2553% 3/15/14 (f)

4,413

4,314

Credit-Linked Deposit 2.2563% 3/15/14 (f)

417

408

Tranche DD, term loan 2.2553% 3/15/14 (f)

1,530

1,495

Inverness Medical Innovations, Inc.:

Tranche 1LN, term loan 2.2699% 6/26/14 (f)

15,890

15,260

Tranche 2LN, term loan 4.5053% 6/26/15 (f)

4,500

4,388

LifePoint Hospitals, Inc. Tranche B, term loan 3.07% 4/15/15 (f)

12,000

12,030

Manor Care, Inc. term loan 2.7553% 12/21/14 (f)

11,348

11,121

Mylan, Inc. Tranche B, term loan 3.5625% 10/2/14 (f)

20,055

20,105

National Renal Institutes, Inc. Tranche B, term loan 9% 3/31/13 (f)

2,751

2,703

Psychiatric Solutions, Inc. term loan 2.0315% 7/1/12 (f)

21,085

21,033

PTS Acquisition Corp. term loan 2.5053% 4/10/14 (f)

1,780

1,673

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Healthcare - continued

Skilled Healthcare Group, Inc. term loan 5.25% 4/9/16 (f)

$ 9,950

$ 9,639

Sun Healthcare Group, Inc. Tranche B, term loan 7.5% 10/18/16 (f)

5,000

4,938

Team Health, Inc. term loan 2.3262% 11/22/12 (f)

8,093

7,932

Universal Health Services, Inc.:

term loan 5.5% 7/28/16 (f)

19,000

19,143

Tranche A, term loan 3.5034% 8/15/15 (f)

3,750

3,745

Valeant Pharmaceuticals International:

term loan 0.75% 9/27/16 (f)(e)

4,506

4,557

Tranche B, term loan 5.5% 9/27/16 (f)

18,024

18,227

Vanguard Health Holding Co. II LLC Tranche B, term loan 5% 1/29/16 (f)

18,433

18,525

VWR Funding, Inc. term loan 2.7553% 6/29/14 (f)

16,876

16,243

Warner Chilcott Corp.:

Tranche A, term loan 6% 10/30/14 (f)

1,141

1,146

Tranche B, term loan 6.25% 4/30/15 (f)

8,983

9,051

Tranche B3-B4, term loan 6.5% 2/20/16 (f)

4,000

4,000

 

880,750

Homebuilding/Real Estate - 1.0%

CB Richard Ellis Group, Inc. Tranche B, term loan 5.75% 12/20/13 (f)

2,512

2,509

CB Richard Ellis Services, Inc.:

Tranche A 2LN, term loan 5.5% 6/24/13 (f)

4,262

4,257

Tranche A1, term loan 5.75% 12/20/13 (f)

1,704

1,702

Tranche B1, term loan 6.25% 12/20/15 (f)

8,583

8,572

Tranche B1-A, term loan 6.25% 12/20/15 (f)

11,037

11,037

RE/MAX LLC term loan 5.5% 4/14/16 (f)

3,980

3,980

Realogy Corp.:

Credit-Linked Deposit 3.2563% 10/10/13 (f)

2,702

2,472

Tranche 2LN, term loan 13.5% 10/15/17

6,000

6,480

Tranche B, term loan 3.2569% 10/10/13 (f)

18,829

17,229

Tranche DD, term loan 3.263% 10/10/13 (f)

12,354

11,242

 

69,480

Insurance - 0.0%

USI Holdings Corp. Tranche B, term loan 2.76% 5/4/14 (f)

3,000

2,828

Leisure - 1.1%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 6.75% 4/22/16 (f)

4,988

4,738

Cedar Fair LP Tranche B, term loan 5.5% 12/15/16 (f)

13,965

14,174

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Leisure - continued

Six Flags, Inc. Tranche B, term loan 6% 6/30/16 (f)

$ 9,675

$ 9,651

SW Acquisitions Co., Inc. Tranche B, term loan 5.75% 6/1/16 (f)

14,895

15,081

Town Sports International LLC term loan 2.125% 2/27/14 (f)

2,873

2,665

Universal City Development Partners Ltd. Tranche B 1LN, term loan 5.5% 11/6/14 (f)

28,725

28,904

 

75,213

Metals/Mining - 0.6%

Compass Minerals:

Tranche B, term loan 1.7806% 12/22/12 (f)

1,543

1,535

Tranche C, term loan 3.0329% 1/15/16 (f)

7,214

7,232

Fairmount Minerals Ltd. Tranche B, term loan 6.25% 8/5/16 (f)

7,000

7,079

Novelis Corp. term loan 2.26% 7/6/14 (f)

18,281

18,052

Oxbow Carbon LLC Tranche B, term loan 2.2894% 5/8/14 (f)

1,489

1,459

Walter Energy, Inc. term loan 2.5085% 10/3/12 (f)

4,851

4,766

 

40,123

Paper - 1.7%

Georgia-Pacific Corp.:

Tranche B 1LN, term loan 2.2918% 12/20/12 (f)

49,019

48,897

Tranche B, term loan 2.2883% 12/20/12 (f)

12,497

12,465

Tranche C, term loan 3.5413% 12/23/14 (f)

3,990

4,005

Graphic Packaging International, Inc. Tranche B, term loan 2.2936% 5/16/14 (f)

6,999

6,876

Smurfit-Stone Container Enterprises, Inc. term loan 6.75% 2/22/16 (f)

43,890

44,219

White Birch Paper Co. Tranche 1LN, term loan 7% 5/8/14 (c)(f)

1,995

52

 

116,514

Publishing/Printing - 1.2%

Cenveo Corp.:

Tranche C, term loan 4.7616% 6/21/13 (f)

1,313

1,297

Tranche DD, term loan 4.7616% 6/21/13 (f)

56

55

Dex Media East LLC term loan 2.7946% 10/24/14 (f)

11,663

9,447

Dex Media West LLC/Dex Media West Finance Co. term loan 7% 10/24/14 (f)

2,435

2,252

Education Media and Publishing Group Ltd. Tranche 1LN, term loan 5.7563% 6/12/14 (f)

12,889

12,052

Newsday LLC term loan 10.5% 8/1/13

3,000

3,210

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Publishing/Printing - continued

Quad/Graphics, Inc. term loan 5.5% 4/23/16 (f)

$ 13,965

$ 13,895

Thomson Learning Tranche B, term loan 2.54% 7/5/14 (f)

37,583

34,295

Visant Corp. Tranche B, term loan 7% 12/22/16 (f)

5,000

5,044

 

81,547

Railroad - 0.3%

Kansas City Southern Railway Co.:

Tranche B, term loan 2.0471% 4/28/13 (f)

15,298

14,992

Tranche C, term loan 1.7807% 4/28/13 (f)

2,903

2,830

 

17,822

Restaurants - 1.0%

Buffets, Inc. Tranche 1LN, term loan 12% 4/22/15 (f)

3,972

3,694

Burger King Corp. Tranche B, term loan 6.25% 10/19/16 (f)

46,000

46,345

DineEquity, Inc. term loan 6% 10/19/17 (f)

8,000

8,080

OSI Restaurant Partners, Inc.:

Credit-Linked Deposit 2.5443% 6/14/13 (f)

336

317

term loan 2.625% 6/14/14 (f)

4,076

3,837

Wendy's/Arby's Restaurants LLC term loan 5% 5/24/17 (f)

3,990

4,020

 

66,293

Services - 1.8%

Altegrity, Inc. Tranche D, term loan 7.75% 2/21/15 (f)

1,995

2,027

ARAMARK Corp.:

Credit-Linked Deposit 2.1313% 1/26/14 (f)

1,386

1,352

term loan 2.1644% 1/26/14 (f)

16,100

15,698

Credit-Linked Deposit 3.5063% 7/26/16 (f)

2,098

2,087

Tranche B, term loan 3.5394% 7/26/16 (f)

31,896

31,736

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. term loan 5.75% 4/19/14 (f)

7,148

7,130

Brand Energy & Infrastructure Services, Inc. Tranche B 1LN, term loan 2.5625% 2/7/14 (f)

2,532

2,380

Brickman Group Holdings, Inc. Tranche B, term loan 7.25% 10/14/16 (f)

6,000

6,068

Hertz Corp.:

Credit-Linked Deposit 2.0891% 12/21/12 (f)

308

305

Tranche B, term loan 2.01% 12/21/12 (f)

1,662

1,646

Iron Mountain, Inc. term loan 1.8125% 4/16/14 (f)

9,675

9,675

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Services - continued

JohnsonDiversey, Inc. Tranche B, term loan 5.5% 11/24/15 (f)

$ 6,580

$ 6,629

ServiceMaster Co.:

term loan 2.7686% 7/24/14 (f)

29,953

28,455

Tranche DD, term loan 2.76% 7/24/14 (f)

2,590

2,460

The Geo Group, Inc. Tranche B, term loan 4.75% 8/4/16 (f)

6,500

6,533

 

124,181

Shipping - 0.0%

Ozburn Hessey Holding Co. LLC:

Tranche 1LN, term loan 7.5% 4/8/16 (f)

1,980

2,007

Tranche 2LN, term loan 10.5% 10/8/16 (f)

1,000

993

 

3,000

Specialty Retailing - 0.8%

Michaels Stores, Inc.:

Tranche B1, term loan 2.6343% 10/31/13 (f)

15,414

14,894

Tranche B2, term loan 4.8843% 7/31/16 (f)

9,285

9,215

Sally Holdings LLC Tranche B, term loan 2.51% 11/16/13 (f)

7,751

7,703

Toys 'R' US, Inc. term loan 6% 9/1/16 (f)

19,000

19,120

 

50,932

Super Retail - 0.5%

Bass Pro Group LLC Tranche B, term loan 5.0547% 4/12/15 (f)

5,970

5,970

Dollar General Corp. Tranche B1, term loan 3.02% 7/6/14 (f)

14,244

14,031

Harbor Freight Tools USA, Inc. term loan 5.0157% 2/24/16 (f)

1,939

1,942

IMS Health, Inc. term loan 5.25% 2/26/16 (f)

3,961

3,996

PETCO Animal Supplies, Inc. term loan 2.5267% 10/26/13 (f)

7,608

7,494

 

33,433

Technology - 5.3%

Avaya, Inc. term loan 3.0575% 10/24/14 (f)

18,787

17,096

CommScope, Inc. Tranche B, term loan 2.789% 12/27/14 (f)

7,702

7,683

Dealer Computer Services, Inc. term loan 5.25% 4/21/17 (f)

18,077

18,145

Fidelity National Information Services, Inc.:
Tranche A 2LN, term loan 2.8215% 7/18/14(f)

4,866

4,866

Tranche B, term loan 5.25% 7/18/16(f)

45,000

45,619

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Technology - continued

First Data Corp.:

Tranche B1, term loan 3.0062% 9/24/14 (f)

$ 12,674

$ 11,406

Tranche B2, term loan 3.0062% 9/24/14 (f)

34,906

31,372

Tranche B3, term loan 3.0062% 9/24/14 (f)

14,058

12,635

Flextronics International Ltd.:

Tranche B A2, term loan 2.5053% 10/1/14 (f)

1,378

1,350

Tranche B A3, term loan 2.5063% 10/1/14 (f)

1,607

1,575

Tranche B-B, term loan 2.5063% 10/1/12 (f)

11,752

11,605

Freescale Semiconductor, Inc. term loan 4.5063% 12/1/16 (f)

66,575

62,913

Intersil Corp. term loan 4.75% 4/27/16 (f)

6,798

6,832

Itron, Inc. term loan 3.76% 4/18/14 (f)

4,239

4,249

Kronos, Inc.:

Tranche 1LN, term loan 2.0394% 6/11/14 (f)

861

835

Tranche 2LN, term loan 6.04% 6/11/15 (f)

5,750

5,463

Microsemi Corp. Tranche B, term loan 5% 10/27/17 (f)

10,720

10,814

Open Text Corp. term loan 2.5053% 10/2/13 (f)

5,650

5,593

RedPrairie Corp. term loan 6% 3/24/16 (f)

1,990

1,973

Spansion, Inc. term loan 7.5% 2/9/15 (f)

7,960

8,060

Springboard Finance LLC term loan 7% 2/23/15 (f)

9,750

9,799

SunGard Data Systems, Inc.:

term loan:

2.0063% 2/28/14 (f)

37,423

36,347

4.0336% 2/28/16 (f)

17,917

17,738

Tranche C, term loan 6.75% 2/28/14 (f)

4,915

4,964

Telcordia Technologies, Inc. term loan 6.75% 4/30/16 (f)

10,885

10,953

Verifone, Inc. Tranche B, term loan 3.01% 10/31/13 (f)

3,983

3,943

 

353,828

Telecommunications - 5.9%

Asurion Corp.:

Tranche 1LN, term loan 3.2766% 7/3/14 (f)

14,900

13,894

Tranche 2LN, term loan 6.7563% 7/3/15 (f)

18,000

16,785

Tranche B 2LN, term loan 6.75% 3/31/15 (f)

18,000

17,685

Crown Castle International Corp. Tranche B, term loan 1.7553% 3/6/14 (f)

9,351

9,281

Digicel International Finance Ltd. term loan 2.8125% 3/30/12 (f)

6,501

6,411

FairPoint Communications, Inc. Tranche B, term loan 3/31/15 (c)

2,994

1,946

Hawaiian Telcom Communications, Inc. Tranche 1LN, term loan 9% 5/26/15 (f)

905

905

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Telecommunications - continued

Intelsat Jackson Holdings Ltd. term loan 3.29% 2/1/14 (f)

$ 59,000

$ 56,050

Intelsat Ltd. Tranche B, term loan 2.79% 7/3/13 (f)

30,450

29,841

Knology Holding, Inc. Tranche B, term loan 5.5% 10/15/16 (f)

14,000

14,053

Level 3 Financing, Inc. term loan:

2.5391% 3/13/14 (f)

29,000

27,008

11.5% 3/13/14 (f)

3,000

3,240

MetroPCS Wireless, Inc. Tranche B, term loan:

2.5625% 11/3/13 (f)

11,006

10,910

3.8125% 11/3/16 (f)

14,612

14,649

NTELOS, Inc. Tranche B, term loan 5.75% 8/7/15 (f)

2,992

3,007

PanAmSat Corp.:

Tranche B2 A, term loan 2.79% 1/3/14 (f)

23,532

22,944

Tranche B2 B, term loan 2.79% 1/3/14 (f)

23,525

22,937

Tranche B2 C, term loan 2.79% 1/3/14 (f)

23,525

22,937

Telesat Holding, Inc.:

Tranche A, term loan 3.26% 10/31/14 (f)

10,957

10,793

Tranche DD, term loan 3.26% 10/31/14 (f)

941

927

Time Warner Telecom, Inc. Tranche B, term loan 2.01% 1/7/13 (f)

4,832

4,784

TowerCo Finance LLC term loan 6% 11/24/14 (f)

7,373

7,447

Vodafone Americas Finance 2, Inc. term loan 6.875% 8/11/15

40,000

39,781

Wind Telecomunicazioni SpA:

Tranche B 1LN, term loan 3.7231% 5/26/13 (f)

7,125

7,090

Tranche C 1LN, term loan 4.7231% 5/26/14 (f)

7,125

7,090

Windstream Corp.:

Tranche B1, term loan 1.79% 7/17/13 (f)

6,063

5,987

Tranche B2, term loan 3.04% 12/17/15 (f)

16,850

16,892

 

395,274

Textiles & Apparel - 0.7%

Gold Toe Investment Corp. Tranche 1LN, term loan 8.5% 10/30/13 (f)

4,570

4,370

Hanesbrands, Inc. term loan 5.25% 12/10/15 (f)

6,449

6,513

Levi Strauss & Co. term loan 2.5063% 4/4/14 (f)

3,000

2,820

Phillips-Van Heusen Corp. Tranche B, term loan 4.75% 5/6/16 (f)

30,731

31,000

 

44,703

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Trucking & Freight - 0.3%

Swift Transportation Co., Inc. term loan 8.25% 5/10/14 (f)

$ 22,826

$ 22,541

TOTAL FLOATING RATE LOANS

(Cost $4,949,498)

5,061,672

Corporate Bonds - 15.5%

 

Convertible Bonds - 0.0%

Metals/Mining - 0.0%

Massey Energy Co. 3.25% 8/1/15

970

926

Nonconvertible Bonds - 15.5%

Aerospace - 0.1%

BE Aerospace, Inc. 6.875% 10/1/20

2,000

2,120

ManTech International Corp. 7.25% 4/15/18

4,000

4,240

 

6,360

Air Transportation - 0.3%

Continental Airlines, Inc. 3.4206% 6/2/13 (f)

949

882

Continental Airlines, Inc. 9.25% 5/10/17

3,000

3,210

Delta Air Lines, Inc. 9.5% 9/15/14 (d)

1,812

1,998

Delta Air Lines, Inc. pass-thru trust certificates 7.57% 11/18/10

9,000

9,045

United Air Lines, Inc. 9.875% 8/1/13 (d)

4,715

5,187

 

20,322

Automotive - 2.3%

Accuride Corp. 9.5% 8/1/18 (d)

1,105

1,202

ArvinMeritor, Inc.:

8.125% 9/15/15

2,000

2,085

10.625% 3/15/18

2,880

3,254

Ford Motor Credit Co. LLC:

3.0391% 1/13/12 (f)

17,000

17,043

5.5422% 6/15/11 (f)

31,000

31,679

General Motors Acceptance Corp.:

2.4969% 12/1/14 (f)

40,000

35,200

6.875% 9/15/11

34,000

35,020

7.25% 3/2/11

6,000

6,075

GMAC LLC 6% 12/15/11

2,000

2,040

Navistar International Corp. 8.25% 11/1/21

4,285

4,681

RSC Equipment Rental, Inc. 10% 7/15/17 (d)

2,000

2,270

Tenneco, Inc. 8.625% 11/15/14

6,000

6,180

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Tower Automotive Holdings USA LLC / TA Holdings Finance, Inc. 10.625% 9/1/17 (d)

$ 4,000

$ 4,270

TRW Automotive, Inc.:

7% 3/15/14 (d)

2,000

2,140

8.875% 12/1/17 (d)

2,060

2,271

 

155,410

Banks and Thrifts - 0.3%

GMAC LLC:

2.4969% 12/1/14 (f)

2,000

1,770

6% 4/1/11

3,000

3,004

6% 12/15/11

2,000

2,050

6.875% 9/15/11

9,000

9,270

 

16,094

Broadcasting - 0.1%

Univision Communications, Inc. 7.875% 11/1/20 (d)

6,230

6,510

Building Materials - 0.0%

Nortek, Inc. 11% 12/1/13

2,009

2,139

Cable TV - 0.5%

CCO Holdings LLC/CCO Holdings Capital Corp. 7.875% 4/30/18 (d)

4,440

4,706

Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625% 11/15/17 (d)

4,000

4,270

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

10,406

10,614

EchoStar Communications Corp. 6.375% 10/1/11

16,000

16,520

 

36,110

Capital Goods - 0.0%

Esco Corp. 4.1672% 12/15/13 (d)(f)

2,000

1,860

Chemicals - 0.6%

Ferro Corp. 7.875% 8/15/18

2,210

2,337

Georgia Gulf Corp. 9% 1/15/17 (d)

4,000

4,320

Lyondell Chemical Co. 11% 5/1/18

3,000

3,360

NOVA Chemicals Corp. 3.7476% 11/15/13 (f)

30,595

30,060

 

40,077

Consumer Products - 0.1%

ACCO Brands Corp. 10.625% 3/15/15

880

991

Reddy Ice Corp. 11.25% 3/15/15

2,000

2,080

 

3,071

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Containers - 0.8%

Ardagh Packaging Finance PLC 7.375% 10/15/17 (d)

$ 2,045

$ 2,163

Berry Plastics Corp.:

5.0391% 2/15/15 (f)

26,000

24,960

8.25% 11/15/15

10,000

10,538

Crown Americas LLC/Capital Corp. II 7.625% 5/15/17

6,645

7,326

Owens-Brockway Glass Container, Inc. 7.375% 5/15/16

4,000

4,370

Solo Cup Co. 10.5% 11/1/13

2,850

2,978

 

52,335

Diversified Financial Services - 0.1%

International Lease Finance Corp. 6.5% 9/1/14 (d)

3,000

3,233

Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17 (d)

4,000

4,040

SLM Corp. 0.5884% 1/27/14 (f)

2,000

1,776

 

9,049

Diversified Media - 0.5%

Clear Channel Worldwide Holdings, Inc.:

Series A, 9.25% 12/15/17

16,870

18,220

Series B, 9.25% 12/15/17

12,485

13,640

Lamar Media Corp. 7.875% 4/15/18

2,000

2,145

 

34,005

Electric Utilities - 1.4%

AES Corp. 7.75% 3/1/14

3,000

3,263

Calpine Construction Finance Co. LP 8% 6/1/16 (d)

4,000

4,340

Calpine Corp. 7.5% 2/15/21 (d)

10,000

10,200

CMS Energy Corp.:

1.2391% 1/15/13 (f)

8,000

7,760

6.3% 2/1/12

3,000

3,135

Energy Future Holdings Corp. 10% 1/15/20 (d)

34,320

35,779

IPALCO Enterprises, Inc. 8.625% 11/14/11

165

174

Mirant North America LLC 7.375% 12/31/13

8,997

9,233

NRG Energy, Inc. 7.375% 2/1/16

7,000

7,280

RRI Energy, Inc. 6.75% 12/15/14

10,963

11,196

 

92,360

Energy - 0.5%

ATP Oil & Gas Corp. 11.875% 5/1/15 (d)

6,000

5,520

Berry Petroleum Co. 6.75% 11/1/20

2,775

2,858

Chesapeake Energy Corp. 7.625% 7/15/13

3,000

3,266

Continental Resources, Inc. 7.125% 4/1/21 (d)

4,000

4,300

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Energy - continued

Energy Transfer Equity LP 7.5% 10/15/20

$ 3,000

$ 3,266

LINN Energy LLC 8.625% 4/15/20 (d)

3,000

3,240

OPTI Canada, Inc. 9% 12/15/12 (d)

3,750

3,811

Regency Energy Partners LP/Regency Energy Finance Corp. 6.875% 12/1/18

4,000

4,180

Western Refining, Inc. 10.75% 6/15/14 (d)(f)

2,000

2,040

 

32,481

Food and Drug Retail - 0.1%

Federated Retail Holdings, Inc. 5.35% 3/15/12

3,000

3,139

Gaming - 0.1%

MGM Mirage, Inc. 9% 3/15/20 (d)

4,815

5,284

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 7.875% 11/1/17

2,000

2,178

 

7,462

Healthcare - 0.6%

American Renal Holdings, Inc. 8.375% 5/15/18 (d)

2,930

3,106

DaVita, Inc. 6.375% 11/1/18

3,000

3,068

Elan Finance PLC/Elan Finance Corp. 4.4219% 12/1/13 (f)

2,000

1,995

Hanger Orthopedic Group, Inc. 7.125% 11/15/18 (d)

3,000

3,015

Patheon, Inc. 8.625% 4/15/17 (d)

4,000

4,160

Sabra Health Care LP/Sabra Capital Corp. 8.125% 11/1/18 (d)

2,055

2,127

Senior Housing Properties Trust 8.625% 1/15/12

3,500

3,710

Tenet Healthcare Corp. 8.875% 7/1/19

16,000

18,000

 

39,181

Homebuilding/Real Estate - 0.1%

CB Richard Ellis Services, Inc. 6.625% 10/15/20 (d)

3,000

3,030

Metals/Mining - 1.7%

Arch Coal, Inc. 8.75% 8/1/16

2,000

2,240

CONSOL Energy, Inc. 8% 4/1/17 (d)

11,475

12,536

Drummond Co., Inc. 9% 10/15/14 (d)

10,655

11,348

FMG Finance Property Ltd. 4.2969% 9/1/11 (d)(f)

58,000

59,305

FMG Resources (August 2006) Pty Ltd. 7% 11/1/15 (d)

15,705

16,098

Penn Virginia Resource Partners LP/Penn Virginia Resource Finance Corp. 8.25% 4/15/18

3,470

3,644

Teck Resources Ltd. 9.75% 5/15/14

6,615

8,237

 

113,408

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Paper - 0.2%

ABI Escrow Corp. 10.25% 10/15/18 (d)

$ 4,000

$ 4,280

Boise Paper Holdings LLC/Boise Paper Holdings Finance Corp. 9% 11/1/17

3,000

3,285

Cascades, Inc. 7.75% 12/15/17

3,000

3,180

Domtar Corp. 7.875% 10/15/11

2,000

2,115

Verso Paper Holdings LLC/Verso Paper, Inc. 4.2156% 8/1/14 (f)

3,000

2,715

 

15,575

Publishing/Printing - 0.3%

The Reader's Digest Association, Inc. 9.5% 2/15/17 (d)(f)

21,245

21,245

Railroad - 0.1%

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

4,000

4,150

Restaurants - 0.0%

Landry's Restaurants, Inc. 11.625% 12/1/15

1,845

1,974

Services - 0.2%

ARAMARK Corp. 3.9656% 2/1/15 (f)

2,000

1,865

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 2.8763% 5/15/14 (f)

13,000

12,383

 

14,248

Shipping - 0.2%

Navios Maritime Holdings, Inc.:

8.875% 11/1/17 (d)

3,505

3,733

9.5% 12/15/14

3,000

3,113

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

8,075

8,075

 

14,921

Steels - 0.0%

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

2,000

2,138

Super Retail - 0.1%

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

3,617

3,730

Sonic Automotive, Inc. 9% 3/15/18

2,720

2,829

 

6,559

Technology - 0.7%

Advanced Micro Devices, Inc.:

7.75% 8/1/20 (d)

2,000

2,120

8.125% 12/15/17

4,000

4,330

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Technology - continued

First Data Corp. 8.875% 8/15/20 (d)

$ 3,000

$ 3,158

Freescale Semiconductor, Inc.:

9.25% 4/15/18 (d)

5,960

6,377

10.125% 3/15/18 (d)

6,000

6,615

NXP BV/NXP Funding LLC 3.0391% 10/15/13 (f)

20,474

19,399

Seagate Technology International 10% 5/1/14 (d)

2,275

2,764

 

44,763

Telecommunications - 3.2%

Clearwire Communications LLC/Clearwire Finance, Inc. 12% 12/1/15 (d)

20,000

22,200

Clearwire Escrow Corp. 12% 12/1/15 (d)

16,983

18,851

Frontier Communications Corp.:

8.25% 5/1/14

2,000

2,242

8.5% 4/15/20

4,000

4,620

GeoEye, Inc. 9.625% 10/1/15

2,505

2,793

Intelsat Ltd. 11.25% 6/15/16

4,000

4,350

iPCS, Inc.:

2.5906% 5/1/13 (f)

40,670

39,247

3.7156% 5/1/14 pay-in-kind (f)

32,611

31,470

Level 3 Financing, Inc. 4.3441% 2/15/15 (f)

3,000

2,520

PAETEC Holding Corp. 8.875% 6/30/17

2,000

2,155

Qwest Corp.:

3.5422% 6/15/13 (f)

23,000

24,093

8.375% 5/1/16

3,000

3,616

8.875% 3/15/12

3,000

3,293

Sprint Capital Corp.:

6.875% 11/15/28

4,000

3,770

7.625% 1/30/11

11,000

11,138

8.375% 3/15/12

19,000

20,306

tw telecom holdings, Inc. 8% 3/1/18

3,000

3,240

Wind Acquisition Finance SA 11.75% 7/15/17 (d)

6,000

6,810

Wind Acquisition Holdings Finance SA 12.25% 7/15/17 pay-in-kind (d)(f)

4,286

4,783

 

211,497

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Textiles & Apparel - 0.3%

Hanesbrands, Inc. 4.1211% 12/15/14 (f)

$ 12,000

$ 11,970

Levi Strauss & Co. 7.625% 5/15/20

3,000

3,150

Phillips-Van Heusen Corp. 7.375% 5/15/20

4,000

4,335

 

19,455

TOTAL NONCONVERTIBLE BONDS

1,030,928

TOTAL CORPORATE BONDS

(Cost $973,147)

1,031,854

Foreign Government and Government Agency Obligations - 0.1%

 

Venezuelan Republic 1.2884% 4/20/11 (Reg. S) (f)
(Cost $3,884)

4,000

3,910

Common Stocks - 0.8%

Shares

 

Broadcasting - 0.1%

Citadel Broadcasting Corp.:

Class A (a)

109,503

2,697

Class B (a)

5,717

146

Class B warrants 6/3/30 (a)

35,547

942

ION Media Networks, Inc. (a)

2,842

1,037

 

4,822

Building Materials - 0.0%

Nortek, Inc. (a)

2,000

83

Chemicals - 0.5%

LyondellBasell Industries NV:

Class A (a)

654,981

17,593

Class B (a)

599,811

16,129

 

33,722

Diversified Financial Services - 0.0%

Newhall Holding Co. LLC Class A (a)

289,870

551

Electric Utilities - 0.0%

Calpine Corp. (a)

20,715

259

Hotels - 0.0%

Tropicana Las Vegas Hotel & Casino, Inc. Class A

48,650

973

Common Stocks - continued

Shares

Value (000s)

Publishing/Printing - 0.2%

HMH Holdings, Inc. (a)(g)

1,106,192

$ 6,361

RDA Holding Co. (a)

302,964

6,287

 

12,648

TOTAL COMMON STOCKS

(Cost $49,705)

53,058

Other - 0.0%

 

 

 

 

Other - 0.0%

Idearc, Inc. Claim (a)
(Cost $0*)

1,888,944

0*

Money Market Funds - 12.9%

 

 

 

 

Fidelity Cash Central Fund, 0.23% (b)
(Cost $864,418)

864,417,571

864,418

TOTAL INVESTMENT PORTFOLIO - 105.1%

(Cost $6,840,652)

7,014,912

NET OTHER ASSETS (LIABILITIES) - (5.1)%

(340,010)

NET ASSETS - 100%

$ 6,674,902

* Amount represents less than $1,000

Legend

(a) Non-income producing

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

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

(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 $342,615,000 or 5.1% of net assets.

(e) Position or a portion of the position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $50,511,000 and $50,733,000, respectively. The coupon rate will be determined at time of settlement.

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

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $6,361,000 or 0.1% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

HMH Holdings, Inc.

1/14/09 - 3/9/10

$ 6,287

(h) Remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

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

$ 1,361

Other Information

The following is a summary of the inputs used, as of October 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables on the following page, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 18,443

$ 3,785

$ 12,648

$ 2,010

Financials

551

-

-

551

Industrials

83

83

-

-

Materials

33,722

33,722

-

-

Utilities

259

259

-

-

Corporate Bonds

1,031,854

-

1,031,854

-

Foreign Government and Government Agency Obligations

3,910

-

3,910

-

Floating Rate Loans

5,061,672

-

5,061,672

-

Other

-

-

-

-

Money Market Funds

864,418

864,418

-

-

Total Investments in Securities:

$ 7,014,912

$ 902,267

$ 6,110,084

$ 2,561

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

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 1,007

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(2,142)

Cost of Purchases

3,696

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 2,561

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ (2,142)

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

Income Tax Information

As of October 31, 2010, the Fund had an aggregate capital loss carryforward of approximately $154,604,000 of which $115,547,000 and $39,057,000 will expire on October 31, 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2010

 

 

 

Assets

Investment in securities, at value -
See accompanying schedule:

Unaffiliated issuers (cost $5,976,234)

$ 6,150,494

 

Fidelity Central Funds (cost $864,418)

864,418

 

Total Investments (cost $6,840,652)

 

$ 7,014,912

Cash

7,664

Receivable for investments sold

30,594

Receivable for fund shares sold

27,014

Interest receivable

33,811

Distributions receivable from Fidelity Central Funds

168

Other receivables

2

Total assets

7,114,165

 

 

 

Liabilities

Payable for investments purchased

$ 423,629

Payable for fund shares redeemed

6,689

Distributions payable

4,015

Accrued management fee

3,072

Distribution and service plan fees payable

797

Other affiliated payables

824

Other payables and accrued expenses

237

Total liabilities

439,263

 

 

 

Net Assets

$ 6,674,902

Net Assets consist of:

 

Paid in capital

$ 6,565,643

Undistributed net investment income

92,287

Accumulated undistributed net realized gain (loss) on investments

(157,288)

Net unrealized appreciation (depreciation) on investments

174,260

Net Assets

$ 6,674,902

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2010

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($1,063,560 ÷ 108,680 shares)

$ 9.79

 

 

 

Maximum offering price per share (100/97.25 of $9.79)

$ 10.07

Class T:
Net Asset Value
and redemption price per share ($242,414 ÷ 24,803 shares)

$ 9.77

 

 

 

Maximum offering price per share (100/97.25 of $9.77)

$ 10.05

Class B:
Net Asset Value
and offering price per share
($43,302 ÷ 4,431 shares)A

$ 9.77

 

 

 

Class C:
Net Asset Value
and offering price per share
($621,527 ÷ 63,524 shares)A

$ 9.78

 

 

 

Fidelity Floating Rate High Income Fund:
Net Asset Value
, offering price and redemption price per share ($3,566,486 ÷ 364,882 shares)

$ 9.77

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,137,613 ÷ 116,467 shares)

$ 9.77

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

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended October 31, 2010

 

 

 

Investment Income

 

 

Interest

 

$ 262,631

Income from Fidelity Central Funds

 

1,361

Total income

 

263,992

 

 

 

Expenses

Management fee

$ 29,093

Transfer agent fees

6,903

Distribution and service plan fees

7,514

Accounting fees and expenses

1,372

Custodian fees and expenses

99

Independent trustees' compensation

28

Registration fees

590

Audit

150

Legal

179

Miscellaneous

61

Total expenses before reductions

45,989

Expense reductions

(8)

45,981

Net investment income

218,011

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

43,608

Change in net unrealized appreciation (depreciation) on investment securities

172,072

Net gain (loss)

215,680

Net increase (decrease) in net assets resulting from operations

$ 433,691

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2010

Year ended
October 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 218,011

$ 126,026

Net realized gain (loss)

43,608

(21,639)

Change in net unrealized appreciation (depreciation)

172,072

475,087

Net increase (decrease) in net assets resulting
from operations

433,691

579,474

Distributions to shareholders from net investment income

(160,228)

(95,253)

Distributions to shareholders from net realized gain

(20,518)

-

Total distributions

(180,746)

(95,253)

Share transactions - net increase (decrease)

2,557,736

1,382,631

Redemption fees

720

826

Total increase (decrease) in net assets

2,811,401

1,867,678

 

 

 

Net Assets

Beginning of period

3,863,501

1,995,823

End of period (including undistributed net investment income of $92,287 and undistributed net investment income of $35,270, respectively)

$ 6,674,902

$ 3,863,501

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.31

$ 8.00

$ 9.75

$ 9.95

$ 9.96

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .391

  .354

  .476

  .621

  .571

Net realized and unrealized gain (loss)

  .425

  1.232

  (1.779)

  (.196)

  (.022)

Total from investment operations

  .816

  1.586

  (1.303)

  .425

  .549

Distributions from net investment income

  (.287)

  (.278)

  (.448)

  (.625)

  (.560)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.337)

  (.278)

  (.448)

  (.627)

  (.560)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.79

$ 9.31

$ 8.00

$ 9.75

$ 9.95

Total Return A, B

  8.96%

  20.31%

  (13.87)%

  4.40%

  5.66%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  1.03%

  1.05%

  1.06%

  1.02%

  1.05%

Expenses net of fee waivers,
if any

  1.03%

  1.05%

  1.06%

  1.02%

  1.05%

Expenses net of all reductions

  1.03%

  1.04%

  1.06%

  1.02%

  1.05%

Net investment income

  4.11%

  4.09%

  5.13%

  6.28%

  5.73%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 1,064

$ 518

$ 192

$ 257

$ 285

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.30

$ 8.00

$ 9.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .391

  .349

  .481

  .621

  .564

Net realized and unrealized gain (loss)

  .416

  1.228

  (1.762)

  (.206)

  (.022)

Total from investment operations

  .807

  1.577

  (1.281)

  .415

  .542

Distributions from net investment income

  (.288)

  (.279)

  (.450)

  (.625)

  (.553)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.338)

  (.279)

  (.450)

  (.627)

  (.553)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.30

$ 8.00

$ 9.73

$ 9.94

Total Return A, B

  8.87%

  20.20%

  (13.66)%

  4.30%

  5.60%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.02%

  1.04%

  1.03%

  1.03%

  1.11%

Expenses net of fee waivers,
if any

  1.02%

  1.04%

  1.03%

  1.03%

  1.11%

Expenses net of all reductions

  1.02%

  1.04%

  1.03%

  1.02%

  1.11%

Net investment income

  4.12%

  4.10%

  5.16%

  6.28%

  5.67%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 242

$ 143

$ 134

$ 309

$ 472

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.30

$ 7.99

$ 9.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .341

  .305

  .432

  .569

  .513

Net realized and unrealized gain (loss)

  .416

  1.238

  (1.771)

  (.206)

  (.022)

Total from investment operations

  .757

  1.543

  (1.339)

  .363

  .491

Distributions from net investment income

  (.238)

  (.235)

  (.402)

  (.573)

  (.502)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.288)

  (.235)

  (.402)

  (.575)

  (.502)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.30

$ 7.99

$ 9.73

$ 9.94

Total Return A, B

  8.30%

  19.74%

  (14.21)%

  3.76%

  5.06%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.55%

  1.56%

  1.56%

  1.55%

  1.63%

Expenses net of fee waivers,
if any

  1.55%

  1.55%

  1.55%

  1.55%

  1.63%

Expenses net of all reductions

  1.55%

  1.55%

  1.55%

  1.55%

  1.62%

Net investment income

  3.59%

  3.59%

  4.64%

  5.75%

  5.16%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 43

$ 44

$ 42

$ 100

$ 143

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.31

$ 8.00

$ 9.74

$ 9.95

$ 9.96

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .321

  .288

  .408

  .553

  .508

Net realized and unrealized gain (loss)

  .415

  1.235

  (1.770)

  (.207)

  (.022)

Total from investment operations

  .736

  1.523

  (1.362)

  .346

  .486

Distributions from net investment income

  (.217)

  (.215)

  (.379)

  (.556)

  (.497)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.267)

  (.215)

  (.379)

  (.558)

  (.497)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.78

$ 9.31

$ 8.00

$ 9.74

$ 9.95

Total Return A, B

  8.05%

  19.43%

  (14.41)%

  3.58%

  5.00%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.76%

  1.78%

  1.80%

  1.71%

  1.68%

Expenses net of fee waivers,
if any

  1.76%

  1.78%

  1.80%

  1.71%

  1.68%

Expenses net of all reductions

  1.76%

  1.78%

  1.80%

  1.71%

  1.68%

Net investment income

  3.38%

  3.35%

  4.39%

  5.59%

  5.10%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 622

$ 335

$ 199

$ 345

$ 450

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Fidelity Floating Rate High Income Fund

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.30

$ 8.00

$ 9.74

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income B

  .418

  .377

  .508

  .650

  .593

Net realized and unrealized gain (loss)

  .417

  1.225

  (1.771)

  (.196)

  (.021)

Total from investment operations

  .835

  1.602

  (1.263)

  .454

  .572

Distributions from net investment income

  (.316)

  (.304)

  (.478)

  (.654)

  (.583)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.366)

  (.304)

  (.478)

  (.656)

  (.583)

Redemption fees added to paid in capital B

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.30

$ 8.00

$ 9.74

$ 9.94

Total Return A

  9.18%

  20.55%

  (13.49)%

  4.72%

  5.92%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .73%

  .75%

  .73%

  .73%

  .81%

Expenses net of fee waivers,
if any

  .73%

  .75%

  .73%

  .73%

  .81%

Expenses net of all reductions

  .73%

  .75%

  .73%

  .72%

  .81%

Net investment income

  4.41%

  4.39%

  5.46%

  6.58%

  5.97%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 3,566

$ 2,354

$ 1,292

$ 2,679

$ 2,989

Portfolio turnover rate D

  43%

  25%

  16%

  69%

  61%

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.29

$ 7.99

$ 9.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income B

  .415

  .379

  .503

  .647

  .591

Net realized and unrealized gain (loss)

  .427

  1.221

  (1.769)

  (.206)

  (.021)

Total from investment operations

  .842

  1.600

  (1.266)

  .441

  .570

Distributions from net investment income

  (.313)

  (.302)

  (.475)

  (.651)

  (.581)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.363)

  (.302)

  (.475)

  (.653)

  (.581)

Redemption fees added to paid in capital B

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.29

$ 7.99

$ 9.73

$ 9.94

Total Return A

  9.27%

  20.54%

  (13.54)%

  4.58%

  5.89%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .76%

  .77%

  .77%

  .76%

  .84%

Expenses net of fee waivers,
if any

  .76%

  .77%

  .77%

  .76%

  .84%

Expenses net of all reductions

  .76%

  .77%

  .76%

  .76%

  .83%

Net investment income

  4.38%

  4.36%

  5.43%

  6.55%

  5.95%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 1,138

$ 469

$ 138

$ 207

$ 275

Portfolio turnover rate D

  43%

  25%

  16%

  69%

  61%

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2010

(Amounts in thousands except ratios)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, floating rate loans and foreign government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. 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 fair value and are categorized as Level 2 in the hierarchy. The Fund invests a significant portion of its assets in

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured. The Fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, consent fees and prepayment fees. These fees are recorded as Income in the accompanying financial statements.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

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

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

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

Gross unrealized appreciation

$ 276,895

Gross unrealized depreciation

(43,026)

Net unrealized appreciation (depreciation)

$ 233,869

 

 

Tax Cost

$ 6,781,043

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 29,994

Capital loss carryforward

$ (154,604)

Net unrealized appreciation (depreciation)

$ 233,869

The tax character of distributions paid was as follows:

 

October 31, 2010

October 31, 2009

Ordinary Income

$ 180,746

$ 95,253

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 60 days are subject to a redemption fee equal to 1.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of floating rate loans), other than short-term securities, aggregated $4,405,148 and $2,021,216, respectively.

Annual Report

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .57% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 1,976

$ 75

Class T

-%

.25%

446

-

Class B

.55%

.15%

316

248

Class C

.75%

.25%

4,776

2,355

 

 

 

$ 7,514

$ 2,678

Sales Load. FDC receives a front-end sales charge of up to 2.75% for selling Class A shares and 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 3.50% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) 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

$ 414

Class T

61

Class B*

71

Class C*

129

 

$ 675

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

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

 

Amount

% of
Average
Net Assets

Class A

$ 1,292

.16

Class T

277

.15

Class B

104

.23

Class C

708

.15

Fidelity Floating Rate High Income Fund

3,407

.12

Institutional Class

1,115

.15

 

$ 6,903

 

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

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $19 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $8.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2010

2009

From net investment income

 

 

Class A

$ 23,450

$ 10,536

Class T

5,386

4,731

Class B

1,129

1,155

Class C

10,682

6,049

Fidelity Floating Rate High Income Fund

95,016

62,441

Institutional Class

24,565

10,341

Total

$ 160,228

$ 95,253

From net realized gain

 

 

Class A

$ 2,787

$ -

Class T

742

-

Class B

234

-

Class C

1,822

-

Fidelity Floating Rate High Income Fund

12,502

-

Institutional Class

2,431

-

Total

$ 20,518

$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

81,725

48,725

$ 779,901

$ 415,716

Reinvestment of distributions

2,275

1,018

21,629

8,748

Shares redeemed

(30,931)

(18,093)

(294,118)

(158,144)

Net increase (decrease)

53,069

31,650

$ 507,412

$ 266,320

Class T

 

 

 

 

Shares sold

14,246

7,181

$ 135,056

$ 60,340

Reinvestment of distributions

545

487

5,173

4,066

Shares redeemed

(5,379)

(8,995)

(50,997)

(77,682)

Net increase (decrease)

9,412

(1,327)

$ 89,232

$ (13,276)

Class B

 

 

 

 

Shares sold

1,770

1,793

$ 16,858

$ 15,223

Reinvestment of distributions

108

105

1,018

867

Shares redeemed

(2,210)

(2,368)

(21,009)

(19,832)

Net increase (decrease)

(332)

(470)

$ (3,133)

$ (3,742)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

10. Share Transactions - continued

Transactions for each class of shares were as follows: - continued

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class C

 

 

 

 

Shares sold

37,058

19,145

$ 353,406

$ 163,896

Reinvestment of distributions

896

479

8,502

4,023

Shares redeemed

(10,394)

(8,474)

(98,760)

(71,281)

Net increase (decrease)

27,560

11,150

$ 263,148

$ 96,638

Fidelity Floating Rate High Income Fund

 

 

 

 

Shares sold

211,892

185,964

$ 2,019,775

$ 1,569,071

Reinvestment of distributions

9,543

6,026

90,556

51,119

Shares redeemed

(109,667)

(100,407)

(1,040,316)

(857,029)

Net increase (decrease)

111,768

91,583

$ 1,070,015

$ 763,161

Institutional Class

 

 

 

 

Shares sold

93,750

53,110

$ 894,344

$ 449,402

Reinvestment of distributions

1,549

653

14,718

5,644

Shares redeemed

(29,322)

(20,585)

(278,000)

(181,516)

Net increase (decrease)

65,977

33,178

$ 631,062

$ 273,530

11. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series I and Shareholders of Fidelity Advisor Floating Rate High Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Floating Rate High Income Fund (the Fund), a fund of Fidelity Advisor Series I, including the schedule of investments, as of October 31, 2010, and the related statement of operations for the year then ended, the statement of changes in 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. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the custodians, and agent banks; where replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Floating Rate High Income Fund as of October 31, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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.

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

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

Annual Report

Board Structure and Oversight Function. Edward C. Johnson 3d is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; 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 and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

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

Annual Report

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

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (57)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999 - present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994 - present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

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

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (46)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

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

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (49)

 

Year of Election or Appointment: 2009

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

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2010

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

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (42)

 

Year of Election or Appointment: 2010

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

Annual Report

Distributions (Unaudited)

A total of 0.25% 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 $130,978,598 of distributions paid during the period January 1, 2010 to October 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Floating Rate High Income Fund

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

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2010 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, 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 the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interest of the fund.

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

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

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through 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 a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of the retail class and Class C of the fund, the cumulative total returns of a proprietary custom index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of the retail class and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom index is an index developed by FMR that represents the performance of the fund's general investment categories.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Floating Rate High Income Fund

fid105

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

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative 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.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Floating Rate High Income Fund

fid107

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 2009.

Furthermore, the Board considered that it had approved an amendment (effective February 1, 2007) to the fund's management contract that lowered the individual fund fee rate from 55 basis points to 45 basis points. The Board considered that the chart reflects the fund's lower management fee in 2007, as if the lower fee were in effect for the entire year.

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

Total Expenses. 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 class ranked below its competitive median for 2009.

Annual Report

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that the reduction in the fund's individual fund fee rate by 10 basis points delivers significant economies to fund shareholders.

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

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

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

AFRI-UANN-1210
1.784742.107

fid109

Fidelity®
Floating Rate High Income
Fund

(A Class of Fidelity AdvisorSM
Floating Rate High Income Fund)

Annual Report

October 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio 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 financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Equities have staged a rally in the second half of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remain about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

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

Average Annual Total Returns

Periods ended October 31, 2010

Past 1
year

Past 5
years

Past 10 years

Fidelity® Floating Rate High Income FundA

9.18%

4.78%

4.56%

A The initial offering of Fidelity Floating Rate High Income Fund took place on September 19, 2002. Returns prior to September 19, 2002 are those of Institutional Class of Fidelity Advisor Floating Rate High Income Fund, one of the original classes of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity ® Floating Rate High Income Fund, a class of the fund, on October 31, 2000. The chart shows how the value of your investment would have changed, and also shows how the S&P®/Loan Syndications and Trading Association Leveraged Performing Loan Index performed over the same period. The initial offering of Fidelity Floating Rate High Income Fund took place on September 19, 2002. See above for additional information regarding the performance of Fidelity Floating Rate High Income Fund.

fid170

Annual Report

Management's Discussion of Fund Performance

Market Recap: An expanding U.S. economy, declining default rates and favorable supply/demand dynamics - including a contracting pool of outstanding loans and strong investor cash flows - buoyed the leveraged-loan market for the 12 months ending October 31, 2010. The S&P®/LSTA Leveraged Performing Loan Index gained 11.40% for the period. From a technical perspective, a supply/demand imbalance led to stronger prices. Asset flows into leveraged-loan funds were robust, repayments continued throughout the period and new issuance, while picking up year over year, was outstripped by demand from both retail and crossover investors such as hedge funds and others seeking relative value. The performing loan market ended October 2010 with $452 billion outstanding, up about 2% from year-end 2009, but down 17% since the end of 2008. Business fundamentals provided a tail wind in the first quarter of 2010, but dissipated in the second quarter in advance of the Federal Reserve Board's widely anticipated announcement of a second round of monetary easing. Additionally, the default rate on leveraged loans continued to decline from its peak of 10.8% in November 2009 to 2.3% by period end - a 23-month low - as plentiful liquidity allowed issuers to push out maturities, secure covenant relief and raise additional capital.

Comments from Christine McConnell, Portfolio Manager of Fidelity® Floating Rate High Income Fund: For the year ending October 31, 2010, the fund's Retail Class shares returned 9.18%, lagging the S&P/LSTA index. The fund's conservative bias toward larger-cap, higher-credit-quality issues hurt, as smaller-cap, lower-quality issues outperformed during the period. On an industry basis, the biggest drags on performance came from metals/mining, industrial equipment, leisure and chemicals/plastics. Notable individual detractors were cable and entertainment giant Cablevision Systems and out-of-benchmark positions in Freeport-McMoRan Copper & Gold and German health care holding company Fresenius Medical Care. Also detracting was not owning a number of smaller-cap, lower-quality benchmark components that outperformed, including chemical producer Hexion, which merged with Momentive Performance Materials Holdings in October. Our cash position also hurt. Contributors included an underweighting in the business equipment/services and publishing industries, as well as good security selection in the latter, with holdings in yellow pages publisher R.H. Donnelley faring well. Investments in a variety of telecom and media companies boosted performance, led by mobile broadband builder/operator Clearwire and radio/billboard giant Clear Channel Communications. Some of these names were sold from the fund prior to period end.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

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

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2010

Ending
Account Value
October 31, 2010

Expenses Paid
During Period
*
May 1, 2010
to October 31, 2010

Class A

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 1,026.30

$ 5.21

HypotheticalA

 

$ 1,000.00

$ 1,020.06

$ 5.19

Class T

1.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,025.30

$ 5.16

HypotheticalA

 

$ 1,000.00

$ 1,020.11

$ 5.14

Class B

1.54%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.60

$ 7.85

HypotheticalA

 

$ 1,000.00

$ 1,017.44

$ 7.83

Class C

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,021.50

$ 8.92

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Fidelity Floating Rate High Income Fund

.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,026.80

$ 3.68

HypotheticalA

 

$ 1,000.00

$ 1,021.58

$ 3.67

Institutional Class

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,026.70

$ 3.88

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of October 31, 2010

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

HCA, Inc.

3.3

2.9

Community Health Systems, Inc.

2.8

2.7

Charter Communications Operating LLC

2.5

2.7

Univision Communications, Inc.

1.6

1.7

Reynolds Consumer Products Holdings, Inc.

1.6

0.3

 

11.8

Top Five Market Sectors as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Healthcare

13.8

12.5

Telecommunications

9.1

9.4

Electric Utilities

8.4

8.1

Technology

6.0

5.9

Automotive

5.8

6.2

Quality Diversification (% of fund's net assets)

As of October 31, 2010

As of April 30, 2010

fid64

BBB 5.6%

 

fid64

BBB 5.9%

 

fid67

BB 34.3%

 

fid67

BB 37.3%

 

fid70

B 26.7%

 

fid70

B 29.0%

 

fid73

CCC,CC,C 2.8%

 

fid73

CCC,CC,C 3.7%

 

fid76

D 0.0%

 

fid76

D 0.1%

 

fid79

Not Rated 22.0%

 

fid79

Not Rated 14.6%

 

fid82

Equities 0.8%

 

fid82

Equities 0.8%

 

fid85

Short-Term
Investments and
Net Other Assets 7.8%

 

fid85

Short-Term
Investments and
Net Other Assets 8.6%

 

fid84

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

Asset Allocation (% of fund's net assets)

As of October 31, 2010*

As of April 30, 2010**

fid64

Floating Rate Loans 75.8%

 

fid64

Floating Rate Loans 72.9%

 

fid92

Convertible Bonds 0.0%

 

fid92

Convertible Bonds 0.0%

 

fid70

Nonconvertible
Bonds 15.5%

 

fid70

Nonconvertible
Bonds 17.6%

 

fid73

Foreign Government
& Government
Agency Obligations 0.1%

 

fid73

Foreign Government
& Government
Agency Obligations 0.1%

 

fid79

Common Stocks 0.8%

 

fid79

Common Stocks 0.8%

 

fid85

Short-Term
Investments and
Net Other Assets 7.8%

 

fid85

Short-Term
Investments and
Net Other Assets 8.6%

 

* Foreign investments

7.6%

 

** Foreign investments

6.3%

 

fid86

Amount represents less than 0.1%

Annual Report

Investments October 31, 2010

Showing Percentage of Net Assets

Floating Rate Loans (h) - 75.8%

 

Principal Amount (000s)

Value (000s)

Aerospace - 1.1%

AX Acquisition Corp. Tranche B1, term loan 3.625% 8/15/14 (f)

$ 5,876

$ 5,784

BE Aerospace, Inc. Tranche B, term loan 5% 7/28/14 (f)

2,617

2,649

Sequa Corp. term loan 3.5406% 12/3/14 (f)

35,990

34,146

Spirit Aerosystems, Inc. Tranche B 2LN, term loan 3.5391% 9/30/16 (f)

16,398

16,316

TransDigm, Inc. term loan 2.2691% 6/23/13 (f)

14,340

14,143

Wesco Aircraft Hardware Corp. Tranche 1LN, term loan 2.51% 9/29/13 (f)

4,062

4,042

 

77,080

Air Transportation - 1.1%

Delta Air Lines, Inc.:

Tranche 1LN:

Revolving Credit-Linked Deposit 2.2842% 4/30/12 (f)

14,939

14,752

term loan 8.75% 9/27/13 (f)

3,777

3,815

Tranche 2LN, term loan 3.5391% 4/30/14 (f)

13,915

13,497

Northwest Airlines Corp. Tranche B, term loan 3.79% 12/22/13 (f)

3,742

3,517

United Air Lines, Inc. Tranche B, term loan 2.3125% 2/1/14 (f)

13,878

13,184

US Airways Group, Inc. term loan 2.7884% 3/23/14 (f)

25,712

23,141

 

71,906

Automotive - 3.5%

Dana Holding Corp. term loan 4.5865% 1/31/15 (f)

23,755

23,755

Federal-Mogul Corp.:

Tranche B, term loan 2.1975% 12/27/14 (f)

36,899

32,471

Tranche C, term loan 2.1975% 12/27/15 (f)

18,826

16,426

Ford Motor Co. term loan 3.0375% 12/15/13 (f)

86,192

84,899

Tenneco, Inc.:

Credit-Linked Deposit 5.2569% 3/16/14 (f)

15,750

15,868

Tranche B, term loan 5.0394% 6/3/16 (f)

11,970

12,060

The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 2.21% 4/30/14 (f)

43,500

42,086

TRW Automotive, Inc. Tranche A 2LN, term loan 4.0835% 5/30/15 (f)

5,101

5,159

 

232,724

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Broadcasting - 3.6%

Citadel Broadcasting Corp. term loan 11% 6/3/15 (f)

$ 2,579

$ 2,718

Clear Channel Capital I LLC Tranche B, term loan 3.9053% 1/29/16 (f)

31,498

25,001

Clear Channel Communications, Inc. Tranche A, term loan 3.6563% 7/30/14 (f)

3,000

2,460

FoxCo Acquisition LLC Tranche B, term loan 7.5% 7/14/15 (f)

1,732

1,714

Gray Television, Inc. Tranche B, term loan 3.76% 12/31/14 (f)

2,468

2,394

Nexstar Broadcasting, Inc. term loan 5.0038% 9/30/16 (f)

8,394

8,352

Raycom Media, Inc. Tranche B, term loan 1.8125% 6/25/14 (f)

6,398

5,886

Sinclair Broadcast Group, Inc. Tranche B, term loan 5.5% 10/23/15 (f)

5,909

5,998

Univision Communications, Inc.:

term loan 4.5063% 3/31/17 (f)

65,801

62,511

Tranche 1LN, term loan 2.5063% 9/29/14 (f)

39,201

37,240

VNU, Inc.:

term loan 2.2563% 8/9/13 (f)

6,995

6,907

Tranche B, term loan 4.0063% 5/1/16 (f)

22,897

22,697

Tranche C, term loan 4.0063% 5/1/16 (f)

57,079

56,151

 

240,029

Building Materials - 0.4%

Goodman Global Group, Inc.:

Tranche 1 LN, term loan 5.75% 10/27/16 (f)

22,000

22,248

Tranche 2LN, term loan 9% 10/27/17 (f)

3,540

3,620

 

25,868

Cable TV - 4.6%

CCO Holdings, LLC Tranche 3LN, term loan 2.7553% 9/6/14 (f)

3,000

2,835

Cequel Communications LLC Tranche 1LN, term loan 2.2569% 11/5/13 (f)

20,619

20,388

Charter Communications Operating LLC:

term loan 7.25% 3/6/14 (f)

6,970

7,161

Tranche B 1LN, term loan 2.26% 3/6/14 (f)

99,561

97,819

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Cable TV - continued

CSC Holdings, Inc.:

Tranche B, term loan 2.0063% 3/31/13 (f)

$ 16,968

$ 16,905

Tranche B2, term loan 3.5063% 3/29/16 (f)

6,969

6,934

Tranche B3, term loan 3.2563% 3/29/16 (f)

64,682

63,796

Insight Midwest Holdings LLC Tranche B, term loan 2.0207% 4/6/14 (f)

12,641

12,199

Mediacom Broadband LLC Tranche F, term loan 4.5% 10/23/17 (f)

18,953

18,716

Mediacom LLC:

Tranche D, term loan 5.5% 3/31/17 (f)

2,970

2,940

Tranche E, term loan 4.5% 10/23/17 (f)

5,985

5,835

San Juan Cable, Inc. Tranche 1LN, term loan 2.05% 10/31/12 (f)

4,634

4,541

TWCC Holding Corp. Tranche B, term loan 5% 9/12/15 (f)

11,716

11,760

UPC Broadband Holding BV:

Tranche T, term loan 4.2507% 12/31/16 (f)

17,000

16,575

Tranche X, term loan 4.2507% 12/31/17 (f)

13,008

12,650

Wide Open West Finance LLC Tranche A, term loan 6.7563% 6/28/14 (f)

5,000

4,875

 

305,929

Capital Goods - 2.9%

Ashtead Group PLC term loan 2.0625% 8/31/11 (f)

2,658

2,645

Baldor Electric Co. term loan 5.25% 1/31/14 (f)

5,064

5,115

Bucyrus International, Inc.:

Tranche B, term loan 3.26% 5/4/14 (f)

11,968

12,088

Tranche C, term loan 4.5% 2/19/16 (f)

20,897

21,001

Dresser, Inc.:

Tranche 2LN, term loan 6.1119% 5/4/15 pay-in-kind (f)

15,000

14,925

Tranche B 1LN, term loan 2.6119% 5/4/14 (f)

37,082

36,896

Flowserve Corp. term loan 1.8125% 8/10/12 (f)

32,662

32,581

Polypore, Inc. Tranche B, term loan 2.26% 7/3/14 (f)

1,842

1,815

Rexnord Corp.:

Tranche B A0, term loan 2.5625% 7/19/13 (f)

3,326

3,210

Tranche B, term loan 2.8125% 7/19/13 (f)

6,325

6,167

Sensata Technologies BV term loan 2.0381% 4/27/13 (f)

9,935

9,674

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Capital Goods - continued

Sensus Metering Systems, Inc. Tranche B term loan 2.2717% 12/17/10 (f)

$ 1,134

$ 1,131

SRAM LLC term loan 5.0098% 4/30/15 (f)

1,759

1,759

Tomkins PLC:

Tranche A, term loan 6.5% 9/21/15 (f)

6,000

6,023

Tranche B, term loan 6.75% 9/21/16 (f)

38,000

38,523

 

193,553

Chemicals - 4.7%

Celanese Holdings LLC:

Revolving Credit-Linked Deposit 1.7563% 4/2/13 (f)

5,526

5,416

Tranche C, term loan 3.29% 10/31/16 (f)

35,265

35,399

CF Industries Holdings, Inc. Tranche B1, term loan 4.5% 4/5/15 (f)

30,075

30,376

Charter Communications Operating LLC Tranche C, term loan 3.54% 9/6/16 (f)

58,747

57,719

Chemtura Corp. term loan:

5.5% 8/27/16 (f)

17,000

17,128

6% 2/1/11 (f)

17,370

17,479

Gentek Holding LLC Tranche B, term loan 6.75% 10/6/15 (f)

6,000

6,038

Huntsman International LLC Tranche B, term loan 1.7835% 4/19/14 (f)

24,097

23,554

INEOS US Finance:

Tranche B 2LN, term loan 9.501% 12/16/13 (f)

6,450

6,604

Tranche B, term loan 9.501% 12/16/13 (f)

1,456

1,490

Tranche C 2LN, term loan 10.001% 12/16/14 (f)

6,568

6,724

Tranche C, term loan 10.001% 12/16/14 (f)

1,544

1,581

Lyondell Chemical Co. term loan 5.5% 4/8/16 (f)

25,775

26,020

MacDermid, Inc. Tranche B, term loan 2.2553% 4/12/14 (f)

1,956

1,858

Millennium America/Millennium Inorganic Chemicals Ltd. Tranche 1LN, term loan 2.5394% 5/15/14 (f)

2,000

1,930

Momentive Performance Materials, Inc. Tranche B1, term loan 2.5625% 12/4/13 (f)

19,986

19,636

Nalco Co.:

Tranche B 1LN, term loan 4.5% 10/5/17 (f)

15,505

15,679

Tranche C, term loan 2.5079% 5/13/16 (f)

1,985

1,970

OMNOVA Solutions, Inc. Tranche B, term loan 5.75% 4/25/17 (f)

6,000

6,015

Rockwood Specialties Group, Inc. Tranche H, term loan 6% 5/15/14 (f)

7,475

7,494

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Chemicals - continued

Solutia, Inc. Tranche B, term loan 4.75% 3/17/17 (f)

$ 14,259

$ 14,349

Tronox, Inc. Tranche B, term loan 7% 12/31/10 (f)

7,000

7,026

 

311,485

Consumer Products - 1.9%

Herbalife International, Inc. term loan 1.76% 7/21/13 (f)

1,662

1,637

Jarden Corp.:

Tranche B 5LN, term loan 3.5394% 1/26/15 (f)

3,065

3,084

Tranche B4, term loan 3.5394% 1/26/15 (f)

5,830

5,859

Revlon Consumer Products Corp. term loan 6% 3/11/15 (f)

9,950

9,950

Reynolds Consumer Products Holdings, Inc.:

term loan:

6.25% 5/5/16 (f)

38,555

38,748

6.75% 5/5/16 (f)

16,801

16,927

term loan:

6.25% 8/6/15 (f)(e)

9,000

9,011

6.5% 5/5/16 (f)(e)

39,205

39,548

Spectrum Brands, Inc. term loan 8% 6/16/16 (f)

3,000

3,056

Weight Watchers International, Inc. Tranche B, term loan 1.8125% 1/26/14 (f)

1,867

1,815

 

129,635

Containers - 1.5%

Anchor Glass Container Corp.:

Tranche 1LN, term loan 6% 3/2/16 (f)

23,654

23,654

Tranche 2LN, term loan 10% 9/2/16 (f)

9,500

9,453

Berry Plastics Holding Corp. Tranche C, term loan 2.3763% 4/3/15 (f)

7,911

7,475

BWAY Holding Co. Tranche B, term loan 5.5767% 6/16/17 (f)

1,995

2,012

Crown Holdings, Inc.:

term loan B 2.01% 11/15/12 (f)

6,386

6,378

Tranche B, term loan 2.01% 11/15/12 (f)

5,325

5,318

Graham Packaging Co. LP Tranche C, term loan 6.75% 4/5/14 (f)

1,990

2,007

Graham Packaging Holdings Co. term loan 6% 9/23/16 (f)

16,000

16,190

Owens-Brockway Glass Container, Inc. Tranche B, term loan 1.7563% 6/14/13 (f)

25,849

25,785

 

98,272

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Diversified Financial Services - 2.3%

CIT Group, Inc. Tranche 3LN, term loan 6.25% 8/11/15 (f)

$ 17,813

$ 18,125

Fifth Third Processing Solutions:

Tranche 1LN, term loan 10/29/16

19,280

19,087

Tranche 2LN, term loan 8.25% 10/29/17 (f)

3,905

3,866

Interactive Data Corp. term loan 6.75% 1/29/17 (f)

19,963

20,288

International Lease Finance Corp.:

Tranche 1LN, term loan 6.75% 3/17/15 (f)

12,923

13,214

Tranche 2LN, term loan 7% 3/17/16 (f)

9,077

9,259

MSCI, Inc. term loan 4.75% 6/1/16 (f)

23,940

24,090

Nuveen Investments, Inc. term loan 3.2889% 11/13/14 (f)

15,044

14,085

RBS WorldPay Tranche B, term loan 10/18/17 

10,000

10,088

TransUnion LLC term loan 6.75% 6/15/17 (f)

18,608

18,841

 

150,943

Diversified Media - 0.6%

Affinion Group, Inc. Tranche B, term loan 5% 10/9/16 (f)

2,985

2,955

Autotrader.com, Inc.:

Tranche A 2LN, term loan 4.76% 6/14/16 (f)

1,500

1,508

Tranche B, term loan 6% 6/14/16 (f)

5,000

5,006

Lamar Media Corp. Tranche B, term loan 4.25% 12/31/16 (f)

24,989

25,083

LBI Media, Inc. term loan 1.7553% 3/31/12 (f)

2,197

2,065

Thomson Media, Inc. Tranche B1, term loan 7% 11/8/11 (f)

905

860

 

37,477

Electric Utilities - 7.0%

AES Corp. term loan 2.8588% 8/10/11 (f)

16,732

16,690

Ashmore Energy International:

Revolving Credit-Linked Deposit 3.2894% 3/30/12 (f)

4,636

4,479

term loan 3.2894% 3/30/14 (f)

51,927

50,175

BRSP LLC term loan 7.5% 6/24/14 (f)

13,089

13,154

Calpine Corp. Tranche D, term loan 3.165% 3/29/14 (f)

16,271

16,108

Calpine New Development Holdings LLC term loan 7% 6/8/17 (f)

36,908

37,553

Coleto Creek WLE LP:

LOC 3.0394% 6/28/13 (f)

966

904

term loan 3.0318% 6/28/13 (f)

5,773

5,398

Covanta Energy Corp.:

term loan 1.8567% 2/9/14 (f)

5,817

5,700

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Electric Utilities - continued

Covanta Energy Corp.: - continued

Credit-Linked Deposit 1.79% 2/9/14 (f)

$ 2,967

$ 2,908

Dynegy Holdings, Inc.:

Revolving Credit-Linked Deposit 4.01% 4/2/13 (f)

45,554

44,928

Tranche B, term loan 4.01% 4/2/13 (f)

3,856

3,803

GenOn Energy, Inc. Tranche B, term loan 9/20/17 

28,000

27,860

MACH Gen LLC Credit-Linked Deposit 2.2894% 2/22/13 (f)

182

170

Mirant North America LLC term loan 2.0053% 1/3/13 (f)

19,418

19,321

Nebraska Energy, Inc.:

Tranche 1LN, Credit-Linked Deposit 2.8125% 11/1/13 (f)

87

85

Tranche 2LN, term loan 5.0625% 5/1/14 (f)

6,000

5,400

Tranche B 1LN, term loan 2.8125% 11/1/13 (f)

4,725

4,607

North American Energy Alliance LLC/North American Energy Alliance Finance Corp.:

Tranche B, term loan 3.76% 5/8/15 (f)

585

558

Tranche DD, term loan 3.76% 5/8/15 (f)

2,339

2,233

NRG Energy, Inc.:

term loan:

1.7812% 2/1/13 (f)

14,634

14,396

3.5394% 8/1/15 (f)

29,714

29,677

Credit-Linked Deposit:

3.2894% 2/1/13 (f)

2,220

2,154

3.5394% 8/1/15 (f)

29,097

28,770

NSG Holdings LLC:

Credit-Linked Deposit 1.7922% 6/15/14 (f)

247

236

Tranche B, term loan 1.7922% 6/15/14 (f)

1,147

1,093

Reliant Energy, Inc. Credit-Linked Deposit 2.0063% 6/30/14 (f)

11,150

11,066

Tempus Public Foundation Generation Holdings LLC:

revolver loan 2.2894% 12/15/11 (f)

359

344

Credit-Linked Deposit 2.2894% 12/15/13 (f)

1,144

1,098

Tranche 1LN, term loan 2.2894% 12/15/13 (f)

2,788

2,677

Tranche 2LN, term loan 4.5394% 12/15/14 (f)

18,242

16,692

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.:

Tranche B1, term loan 3.7563% 10/10/14 (f)

32,343

25,147

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Electric Utilities - continued

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.: - continued

Tranche B2, term loan 3.9226% 10/10/14 (f)

$ 30,379

$ 23,657

Tranche B3, term loan 3.7563% 10/10/14 (f)

58,455

45,522

 

464,563

Energy - 0.3%

Alon USA, Inc. term loan 2.591% 8/4/13 (f)

1,862

1,359

Citgo Petroleum Corp. Tranche B, term loan 8% 6/24/15 (f)

2,963

3,029

Compagnie Generale de Geophysique SA term loan 5.5% 1/12/16 (f)

1,286

1,289

Sheridan Production Partners LP term loan 7.5% 4/20/17 (f)

8,970

8,948

Venoco, Inc. Tranche 2LN, term loan 4.3125% 5/7/14 (f)

2,763

2,611

 

17,236

Entertainment/Film - 0.2%

Live Nation Entertainment, Inc. Tranche B, term loan 4.5% 11/6/16 (f)

1,990

1,960

MGM Holdings II, Inc. Tranche B1, term loan 20.5% 4/8/12 (c)(f)

3,954

1,819

Regal Cinemas Corp. term loan 3.7894% 11/19/16 (f)

6,965

6,991

 

10,770

Environmental - 0.1%

EnergySolutions, Inc. term loan 6.25% 8/13/16 (f)

9,975

10,075

Synagro Technologies, Inc. Tranche 1LN, term loan 2.26% 3/30/14 (f)

455

394

 

10,469

Food and Drug Retail - 0.5%

GNC Corp. term loan 2.5286% 9/16/13 (f)

2,830

2,774

Rite Aid Corp.:

Tranche 3, term loan 6% 6/4/14 (f)

5,991

5,961

Tranche ABL, term loan 2.01% 6/4/14 (f)

15,227

13,742

SUPERVALU, Inc.:

Tranche B, term loan 1.5381% 6/2/12 (f)

9,678

9,436

Tranche B2, term loan 3.0381% 10/5/15 (f)

3,180

3,096

 

35,009

Food/Beverage/Tobacco - 2.0%

Bolthouse Farms, Inc. Tranche 1LN, term loan 5.5% 2/11/16 (f)

7,955

8,025

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Food/Beverage/Tobacco - continued

Constellation Brands, Inc.:

Tranche B, term loan 1.8125% 6/5/13 (f)

$ 23,647

$ 23,529

Tranche B, term loan 3.0625% 6/5/15 (f)

11,666

11,695

Dean Foods Co. Tranche B, term loan:

3.29% 4/2/16 (f)

16,315

16,315

3.54% 4/2/17 (f)

7,980

7,900

Dole Food Co., Inc.:

Tranche B 1LN, term loan 5.0603% 3/2/17 (f)

1,967

1,981

Tranche C 1LN, term loan 5.0406% 3/2/17 (f)

4,885

4,921

Michael Foods, Inc. Tranche B, term loan 6.25% 6/29/16 (f)

17,307

17,609

NBTY, Inc. Tranche B, term loan 6.25% 10/1/17 (f)

28,825

29,257

Pinnacle Foods Finance LLC Tranche D, term loan 6% 4/4/14 (f)

9,975

10,112

 

131,344

Gaming - 2.1%

Ameristar Casinos, Inc. term loan 3.5391% 11/10/12 (f)

4,786

4,786

Choctaw Resort Development Enterprise term loan 7.25% 11/4/11 (f)

1,210

1,189

Harrah's Entertainment, Inc.:

Tranche B1, term loan 3.2884% 1/28/15 (f)

6,688

5,885

Tranche B2, term loan 3.2884% 1/28/15 (f)

8,890

7,846

Tranche B3, term loan 3.2884% 1/28/15 (f)

8,780

7,727

Tranche B4, term loan 9.5% 10/31/16 (f)

1,985

2,064

Las Vegas Sands LLC:

term loan 2.03% 5/23/14 (f)

2,167

2,048

Tranche B, term loan 2.03% 5/23/14 (f)

10,724

10,135

MGM Mirage, Inc. Tranche D, term loan 6% 10/3/11 (f)

21,079

21,026

Penn National Gaming, Inc. Tranche B, term loan 2.0339% 10/3/12 (f)

20,901

20,770

Venetian Macau Ltd.:

Tranche B, term loan 4.78% 5/26/13 (f)

21,102

21,050

Tranche DD, term loan 4.78% 5/26/12 (f)

15,124

15,086

Venetian Macau US Finance, Inc. Tranche B, term loan 4.78% 5/25/13 (f)

17,106

17,063

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. term loan B 2.135% 8/15/13 (f)

2,313

2,243

 

138,918

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Healthcare - 13.2%

Bausch & Lomb, Inc. term loan:

3.5053% 4/26/15 (f)

$ 5,411

$ 5,276

3.5268% 4/26/15 (f)

23,172

22,593

Biomet, Inc. term loan 3.2816% 3/25/15 (f)

19,840

19,617

Casella Waste Systems, Inc. Tranche B 1LN, term loan 7% 4/9/14 (f)

2,963

2,981

Community Health Systems, Inc.:

Tranche B, term loan 2.5494% 7/25/14 (f)

183,569

180,334

Tranche DD, term loan 2.5494% 7/25/14 (f)

9,417

9,252

Concentra Operating Corp. Tranche B 1LN, term loan 2.54% 6/25/14 (f)

944

923

DaVita, Inc. Tranche B, term loan 4.5% 10/20/16 (f)

65,495

66,068

Emdeon Business Services term loan 4.5% 11/16/13 (f)

4,000

4,010

Emergency Medical Services Corp. term loan 3.2563% 4/8/15 (f)

4,938

4,938

Fresenius Medical Care Holdings, Inc.:

term loan 4.5% 9/10/14 (f)

28,061

28,342

Tranche B, term loan 1.659% 3/31/13 (f)

34,277

34,020

Tranche C 2LN, term loan 4.5% 9/10/14 (f)

17,178

17,350

Grifols SA Tranche B, term loan 10/1/16 

42,000

42,420

HCA, Inc.:

Tranche B, term loan 2.5394% 11/17/13 (f)

168,607

165,656

Tranche B2, term loan 3.5394% 3/31/17 (f)

55,286

54,529

Health Management Associates, Inc. Tranche B, term loan 2.0394% 2/28/14 (f)

8,952

8,762

HGI Holdings, Inc. Tranche B, term loan 6.75% 10/1/16 (f)

2,000

2,003

IASIS Healthcare Corp.:

term loan 2.2553% 3/15/14 (f)

4,413

4,314

Credit-Linked Deposit 2.2563% 3/15/14 (f)

417

408

Tranche DD, term loan 2.2553% 3/15/14 (f)

1,530

1,495

Inverness Medical Innovations, Inc.:

Tranche 1LN, term loan 2.2699% 6/26/14 (f)

15,890

15,260

Tranche 2LN, term loan 4.5053% 6/26/15 (f)

4,500

4,388

LifePoint Hospitals, Inc. Tranche B, term loan 3.07% 4/15/15 (f)

12,000

12,030

Manor Care, Inc. term loan 2.7553% 12/21/14 (f)

11,348

11,121

Mylan, Inc. Tranche B, term loan 3.5625% 10/2/14 (f)

20,055

20,105

National Renal Institutes, Inc. Tranche B, term loan 9% 3/31/13 (f)

2,751

2,703

Psychiatric Solutions, Inc. term loan 2.0315% 7/1/12 (f)

21,085

21,033

PTS Acquisition Corp. term loan 2.5053% 4/10/14 (f)

1,780

1,673

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Healthcare - continued

Skilled Healthcare Group, Inc. term loan 5.25% 4/9/16 (f)

$ 9,950

$ 9,639

Sun Healthcare Group, Inc. Tranche B, term loan 7.5% 10/18/16 (f)

5,000

4,938

Team Health, Inc. term loan 2.3262% 11/22/12 (f)

8,093

7,932

Universal Health Services, Inc.:

term loan 5.5% 7/28/16 (f)

19,000

19,143

Tranche A, term loan 3.5034% 8/15/15 (f)

3,750

3,745

Valeant Pharmaceuticals International:

term loan 0.75% 9/27/16 (f)(e)

4,506

4,557

Tranche B, term loan 5.5% 9/27/16 (f)

18,024

18,227

Vanguard Health Holding Co. II LLC Tranche B, term loan 5% 1/29/16 (f)

18,433

18,525

VWR Funding, Inc. term loan 2.7553% 6/29/14 (f)

16,876

16,243

Warner Chilcott Corp.:

Tranche A, term loan 6% 10/30/14 (f)

1,141

1,146

Tranche B, term loan 6.25% 4/30/15 (f)

8,983

9,051

Tranche B3-B4, term loan 6.5% 2/20/16 (f)

4,000

4,000

 

880,750

Homebuilding/Real Estate - 1.0%

CB Richard Ellis Group, Inc. Tranche B, term loan 5.75% 12/20/13 (f)

2,512

2,509

CB Richard Ellis Services, Inc.:

Tranche A 2LN, term loan 5.5% 6/24/13 (f)

4,262

4,257

Tranche A1, term loan 5.75% 12/20/13 (f)

1,704

1,702

Tranche B1, term loan 6.25% 12/20/15 (f)

8,583

8,572

Tranche B1-A, term loan 6.25% 12/20/15 (f)

11,037

11,037

RE/MAX LLC term loan 5.5% 4/14/16 (f)

3,980

3,980

Realogy Corp.:

Credit-Linked Deposit 3.2563% 10/10/13 (f)

2,702

2,472

Tranche 2LN, term loan 13.5% 10/15/17

6,000

6,480

Tranche B, term loan 3.2569% 10/10/13 (f)

18,829

17,229

Tranche DD, term loan 3.263% 10/10/13 (f)

12,354

11,242

 

69,480

Insurance - 0.0%

USI Holdings Corp. Tranche B, term loan 2.76% 5/4/14 (f)

3,000

2,828

Leisure - 1.1%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 6.75% 4/22/16 (f)

4,988

4,738

Cedar Fair LP Tranche B, term loan 5.5% 12/15/16 (f)

13,965

14,174

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Leisure - continued

Six Flags, Inc. Tranche B, term loan 6% 6/30/16 (f)

$ 9,675

$ 9,651

SW Acquisitions Co., Inc. Tranche B, term loan 5.75% 6/1/16 (f)

14,895

15,081

Town Sports International LLC term loan 2.125% 2/27/14 (f)

2,873

2,665

Universal City Development Partners Ltd. Tranche B 1LN, term loan 5.5% 11/6/14 (f)

28,725

28,904

 

75,213

Metals/Mining - 0.6%

Compass Minerals:

Tranche B, term loan 1.7806% 12/22/12 (f)

1,543

1,535

Tranche C, term loan 3.0329% 1/15/16 (f)

7,214

7,232

Fairmount Minerals Ltd. Tranche B, term loan 6.25% 8/5/16 (f)

7,000

7,079

Novelis Corp. term loan 2.26% 7/6/14 (f)

18,281

18,052

Oxbow Carbon LLC Tranche B, term loan 2.2894% 5/8/14 (f)

1,489

1,459

Walter Energy, Inc. term loan 2.5085% 10/3/12 (f)

4,851

4,766

 

40,123

Paper - 1.7%

Georgia-Pacific Corp.:

Tranche B 1LN, term loan 2.2918% 12/20/12 (f)

49,019

48,897

Tranche B, term loan 2.2883% 12/20/12 (f)

12,497

12,465

Tranche C, term loan 3.5413% 12/23/14 (f)

3,990

4,005

Graphic Packaging International, Inc. Tranche B, term loan 2.2936% 5/16/14 (f)

6,999

6,876

Smurfit-Stone Container Enterprises, Inc. term loan 6.75% 2/22/16 (f)

43,890

44,219

White Birch Paper Co. Tranche 1LN, term loan 7% 5/8/14 (c)(f)

1,995

52

 

116,514

Publishing/Printing - 1.2%

Cenveo Corp.:

Tranche C, term loan 4.7616% 6/21/13 (f)

1,313

1,297

Tranche DD, term loan 4.7616% 6/21/13 (f)

56

55

Dex Media East LLC term loan 2.7946% 10/24/14 (f)

11,663

9,447

Dex Media West LLC/Dex Media West Finance Co. term loan 7% 10/24/14 (f)

2,435

2,252

Education Media and Publishing Group Ltd. Tranche 1LN, term loan 5.7563% 6/12/14 (f)

12,889

12,052

Newsday LLC term loan 10.5% 8/1/13

3,000

3,210

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Publishing/Printing - continued

Quad/Graphics, Inc. term loan 5.5% 4/23/16 (f)

$ 13,965

$ 13,895

Thomson Learning Tranche B, term loan 2.54% 7/5/14 (f)

37,583

34,295

Visant Corp. Tranche B, term loan 7% 12/22/16 (f)

5,000

5,044

 

81,547

Railroad - 0.3%

Kansas City Southern Railway Co.:

Tranche B, term loan 2.0471% 4/28/13 (f)

15,298

14,992

Tranche C, term loan 1.7807% 4/28/13 (f)

2,903

2,830

 

17,822

Restaurants - 1.0%

Buffets, Inc. Tranche 1LN, term loan 12% 4/22/15 (f)

3,972

3,694

Burger King Corp. Tranche B, term loan 6.25% 10/19/16 (f)

46,000

46,345

DineEquity, Inc. term loan 6% 10/19/17 (f)

8,000

8,080

OSI Restaurant Partners, Inc.:

Credit-Linked Deposit 2.5443% 6/14/13 (f)

336

317

term loan 2.625% 6/14/14 (f)

4,076

3,837

Wendy's/Arby's Restaurants LLC term loan 5% 5/24/17 (f)

3,990

4,020

 

66,293

Services - 1.8%

Altegrity, Inc. Tranche D, term loan 7.75% 2/21/15 (f)

1,995

2,027

ARAMARK Corp.:

Credit-Linked Deposit 2.1313% 1/26/14 (f)

1,386

1,352

term loan 2.1644% 1/26/14 (f)

16,100

15,698

Credit-Linked Deposit 3.5063% 7/26/16 (f)

2,098

2,087

Tranche B, term loan 3.5394% 7/26/16 (f)

31,896

31,736

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. term loan 5.75% 4/19/14 (f)

7,148

7,130

Brand Energy & Infrastructure Services, Inc. Tranche B 1LN, term loan 2.5625% 2/7/14 (f)

2,532

2,380

Brickman Group Holdings, Inc. Tranche B, term loan 7.25% 10/14/16 (f)

6,000

6,068

Hertz Corp.:

Credit-Linked Deposit 2.0891% 12/21/12 (f)

308

305

Tranche B, term loan 2.01% 12/21/12 (f)

1,662

1,646

Iron Mountain, Inc. term loan 1.8125% 4/16/14 (f)

9,675

9,675

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Services - continued

JohnsonDiversey, Inc. Tranche B, term loan 5.5% 11/24/15 (f)

$ 6,580

$ 6,629

ServiceMaster Co.:

term loan 2.7686% 7/24/14 (f)

29,953

28,455

Tranche DD, term loan 2.76% 7/24/14 (f)

2,590

2,460

The Geo Group, Inc. Tranche B, term loan 4.75% 8/4/16 (f)

6,500

6,533

 

124,181

Shipping - 0.0%

Ozburn Hessey Holding Co. LLC:

Tranche 1LN, term loan 7.5% 4/8/16 (f)

1,980

2,007

Tranche 2LN, term loan 10.5% 10/8/16 (f)

1,000

993

 

3,000

Specialty Retailing - 0.8%

Michaels Stores, Inc.:

Tranche B1, term loan 2.6343% 10/31/13 (f)

15,414

14,894

Tranche B2, term loan 4.8843% 7/31/16 (f)

9,285

9,215

Sally Holdings LLC Tranche B, term loan 2.51% 11/16/13 (f)

7,751

7,703

Toys 'R' US, Inc. term loan 6% 9/1/16 (f)

19,000

19,120

 

50,932

Super Retail - 0.5%

Bass Pro Group LLC Tranche B, term loan 5.0547% 4/12/15 (f)

5,970

5,970

Dollar General Corp. Tranche B1, term loan 3.02% 7/6/14 (f)

14,244

14,031

Harbor Freight Tools USA, Inc. term loan 5.0157% 2/24/16 (f)

1,939

1,942

IMS Health, Inc. term loan 5.25% 2/26/16 (f)

3,961

3,996

PETCO Animal Supplies, Inc. term loan 2.5267% 10/26/13 (f)

7,608

7,494

 

33,433

Technology - 5.3%

Avaya, Inc. term loan 3.0575% 10/24/14 (f)

18,787

17,096

CommScope, Inc. Tranche B, term loan 2.789% 12/27/14 (f)

7,702

7,683

Dealer Computer Services, Inc. term loan 5.25% 4/21/17 (f)

18,077

18,145

Fidelity National Information Services, Inc.:
Tranche A 2LN, term loan 2.8215% 7/18/14(f)

4,866

4,866

Tranche B, term loan 5.25% 7/18/16(f)

45,000

45,619

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Technology - continued

First Data Corp.:

Tranche B1, term loan 3.0062% 9/24/14 (f)

$ 12,674

$ 11,406

Tranche B2, term loan 3.0062% 9/24/14 (f)

34,906

31,372

Tranche B3, term loan 3.0062% 9/24/14 (f)

14,058

12,635

Flextronics International Ltd.:

Tranche B A2, term loan 2.5053% 10/1/14 (f)

1,378

1,350

Tranche B A3, term loan 2.5063% 10/1/14 (f)

1,607

1,575

Tranche B-B, term loan 2.5063% 10/1/12 (f)

11,752

11,605

Freescale Semiconductor, Inc. term loan 4.5063% 12/1/16 (f)

66,575

62,913

Intersil Corp. term loan 4.75% 4/27/16 (f)

6,798

6,832

Itron, Inc. term loan 3.76% 4/18/14 (f)

4,239

4,249

Kronos, Inc.:

Tranche 1LN, term loan 2.0394% 6/11/14 (f)

861

835

Tranche 2LN, term loan 6.04% 6/11/15 (f)

5,750

5,463

Microsemi Corp. Tranche B, term loan 5% 10/27/17 (f)

10,720

10,814

Open Text Corp. term loan 2.5053% 10/2/13 (f)

5,650

5,593

RedPrairie Corp. term loan 6% 3/24/16 (f)

1,990

1,973

Spansion, Inc. term loan 7.5% 2/9/15 (f)

7,960

8,060

Springboard Finance LLC term loan 7% 2/23/15 (f)

9,750

9,799

SunGard Data Systems, Inc.:

term loan:

2.0063% 2/28/14 (f)

37,423

36,347

4.0336% 2/28/16 (f)

17,917

17,738

Tranche C, term loan 6.75% 2/28/14 (f)

4,915

4,964

Telcordia Technologies, Inc. term loan 6.75% 4/30/16 (f)

10,885

10,953

Verifone, Inc. Tranche B, term loan 3.01% 10/31/13 (f)

3,983

3,943

 

353,828

Telecommunications - 5.9%

Asurion Corp.:

Tranche 1LN, term loan 3.2766% 7/3/14 (f)

14,900

13,894

Tranche 2LN, term loan 6.7563% 7/3/15 (f)

18,000

16,785

Tranche B 2LN, term loan 6.75% 3/31/15 (f)

18,000

17,685

Crown Castle International Corp. Tranche B, term loan 1.7553% 3/6/14 (f)

9,351

9,281

Digicel International Finance Ltd. term loan 2.8125% 3/30/12 (f)

6,501

6,411

FairPoint Communications, Inc. Tranche B, term loan 3/31/15 (c)

2,994

1,946

Hawaiian Telcom Communications, Inc. Tranche 1LN, term loan 9% 5/26/15 (f)

905

905

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Telecommunications - continued

Intelsat Jackson Holdings Ltd. term loan 3.29% 2/1/14 (f)

$ 59,000

$ 56,050

Intelsat Ltd. Tranche B, term loan 2.79% 7/3/13 (f)

30,450

29,841

Knology Holding, Inc. Tranche B, term loan 5.5% 10/15/16 (f)

14,000

14,053

Level 3 Financing, Inc. term loan:

2.5391% 3/13/14 (f)

29,000

27,008

11.5% 3/13/14 (f)

3,000

3,240

MetroPCS Wireless, Inc. Tranche B, term loan:

2.5625% 11/3/13 (f)

11,006

10,910

3.8125% 11/3/16 (f)

14,612

14,649

NTELOS, Inc. Tranche B, term loan 5.75% 8/7/15 (f)

2,992

3,007

PanAmSat Corp.:

Tranche B2 A, term loan 2.79% 1/3/14 (f)

23,532

22,944

Tranche B2 B, term loan 2.79% 1/3/14 (f)

23,525

22,937

Tranche B2 C, term loan 2.79% 1/3/14 (f)

23,525

22,937

Telesat Holding, Inc.:

Tranche A, term loan 3.26% 10/31/14 (f)

10,957

10,793

Tranche DD, term loan 3.26% 10/31/14 (f)

941

927

Time Warner Telecom, Inc. Tranche B, term loan 2.01% 1/7/13 (f)

4,832

4,784

TowerCo Finance LLC term loan 6% 11/24/14 (f)

7,373

7,447

Vodafone Americas Finance 2, Inc. term loan 6.875% 8/11/15

40,000

39,781

Wind Telecomunicazioni SpA:

Tranche B 1LN, term loan 3.7231% 5/26/13 (f)

7,125

7,090

Tranche C 1LN, term loan 4.7231% 5/26/14 (f)

7,125

7,090

Windstream Corp.:

Tranche B1, term loan 1.79% 7/17/13 (f)

6,063

5,987

Tranche B2, term loan 3.04% 12/17/15 (f)

16,850

16,892

 

395,274

Textiles & Apparel - 0.7%

Gold Toe Investment Corp. Tranche 1LN, term loan 8.5% 10/30/13 (f)

4,570

4,370

Hanesbrands, Inc. term loan 5.25% 12/10/15 (f)

6,449

6,513

Levi Strauss & Co. term loan 2.5063% 4/4/14 (f)

3,000

2,820

Phillips-Van Heusen Corp. Tranche B, term loan 4.75% 5/6/16 (f)

30,731

31,000

 

44,703

Floating Rate Loans (h) - continued

 

Principal Amount (000s)

Value (000s)

Trucking & Freight - 0.3%

Swift Transportation Co., Inc. term loan 8.25% 5/10/14 (f)

$ 22,826

$ 22,541

TOTAL FLOATING RATE LOANS

(Cost $4,949,498)

5,061,672

Corporate Bonds - 15.5%

 

Convertible Bonds - 0.0%

Metals/Mining - 0.0%

Massey Energy Co. 3.25% 8/1/15

970

926

Nonconvertible Bonds - 15.5%

Aerospace - 0.1%

BE Aerospace, Inc. 6.875% 10/1/20

2,000

2,120

ManTech International Corp. 7.25% 4/15/18

4,000

4,240

 

6,360

Air Transportation - 0.3%

Continental Airlines, Inc. 3.4206% 6/2/13 (f)

949

882

Continental Airlines, Inc. 9.25% 5/10/17

3,000

3,210

Delta Air Lines, Inc. 9.5% 9/15/14 (d)

1,812

1,998

Delta Air Lines, Inc. pass-thru trust certificates 7.57% 11/18/10

9,000

9,045

United Air Lines, Inc. 9.875% 8/1/13 (d)

4,715

5,187

 

20,322

Automotive - 2.3%

Accuride Corp. 9.5% 8/1/18 (d)

1,105

1,202

ArvinMeritor, Inc.:

8.125% 9/15/15

2,000

2,085

10.625% 3/15/18

2,880

3,254

Ford Motor Credit Co. LLC:

3.0391% 1/13/12 (f)

17,000

17,043

5.5422% 6/15/11 (f)

31,000

31,679

General Motors Acceptance Corp.:

2.4969% 12/1/14 (f)

40,000

35,200

6.875% 9/15/11

34,000

35,020

7.25% 3/2/11

6,000

6,075

GMAC LLC 6% 12/15/11

2,000

2,040

Navistar International Corp. 8.25% 11/1/21

4,285

4,681

RSC Equipment Rental, Inc. 10% 7/15/17 (d)

2,000

2,270

Tenneco, Inc. 8.625% 11/15/14

6,000

6,180

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Tower Automotive Holdings USA LLC / TA Holdings Finance, Inc. 10.625% 9/1/17 (d)

$ 4,000

$ 4,270

TRW Automotive, Inc.:

7% 3/15/14 (d)

2,000

2,140

8.875% 12/1/17 (d)

2,060

2,271

 

155,410

Banks and Thrifts - 0.3%

GMAC LLC:

2.4969% 12/1/14 (f)

2,000

1,770

6% 4/1/11

3,000

3,004

6% 12/15/11

2,000

2,050

6.875% 9/15/11

9,000

9,270

 

16,094

Broadcasting - 0.1%

Univision Communications, Inc. 7.875% 11/1/20 (d)

6,230

6,510

Building Materials - 0.0%

Nortek, Inc. 11% 12/1/13

2,009

2,139

Cable TV - 0.5%

CCO Holdings LLC/CCO Holdings Capital Corp. 7.875% 4/30/18 (d)

4,440

4,706

Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625% 11/15/17 (d)

4,000

4,270

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

10,406

10,614

EchoStar Communications Corp. 6.375% 10/1/11

16,000

16,520

 

36,110

Capital Goods - 0.0%

Esco Corp. 4.1672% 12/15/13 (d)(f)

2,000

1,860

Chemicals - 0.6%

Ferro Corp. 7.875% 8/15/18

2,210

2,337

Georgia Gulf Corp. 9% 1/15/17 (d)

4,000

4,320

Lyondell Chemical Co. 11% 5/1/18

3,000

3,360

NOVA Chemicals Corp. 3.7476% 11/15/13 (f)

30,595

30,060

 

40,077

Consumer Products - 0.1%

ACCO Brands Corp. 10.625% 3/15/15

880

991

Reddy Ice Corp. 11.25% 3/15/15

2,000

2,080

 

3,071

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Containers - 0.8%

Ardagh Packaging Finance PLC 7.375% 10/15/17 (d)

$ 2,045

$ 2,163

Berry Plastics Corp.:

5.0391% 2/15/15 (f)

26,000

24,960

8.25% 11/15/15

10,000

10,538

Crown Americas LLC/Capital Corp. II 7.625% 5/15/17

6,645

7,326

Owens-Brockway Glass Container, Inc. 7.375% 5/15/16

4,000

4,370

Solo Cup Co. 10.5% 11/1/13

2,850

2,978

 

52,335

Diversified Financial Services - 0.1%

International Lease Finance Corp. 6.5% 9/1/14 (d)

3,000

3,233

Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17 (d)

4,000

4,040

SLM Corp. 0.5884% 1/27/14 (f)

2,000

1,776

 

9,049

Diversified Media - 0.5%

Clear Channel Worldwide Holdings, Inc.:

Series A, 9.25% 12/15/17

16,870

18,220

Series B, 9.25% 12/15/17

12,485

13,640

Lamar Media Corp. 7.875% 4/15/18

2,000

2,145

 

34,005

Electric Utilities - 1.4%

AES Corp. 7.75% 3/1/14

3,000

3,263

Calpine Construction Finance Co. LP 8% 6/1/16 (d)

4,000

4,340

Calpine Corp. 7.5% 2/15/21 (d)

10,000

10,200

CMS Energy Corp.:

1.2391% 1/15/13 (f)

8,000

7,760

6.3% 2/1/12

3,000

3,135

Energy Future Holdings Corp. 10% 1/15/20 (d)

34,320

35,779

IPALCO Enterprises, Inc. 8.625% 11/14/11

165

174

Mirant North America LLC 7.375% 12/31/13

8,997

9,233

NRG Energy, Inc. 7.375% 2/1/16

7,000

7,280

RRI Energy, Inc. 6.75% 12/15/14

10,963

11,196

 

92,360

Energy - 0.5%

ATP Oil & Gas Corp. 11.875% 5/1/15 (d)

6,000

5,520

Berry Petroleum Co. 6.75% 11/1/20

2,775

2,858

Chesapeake Energy Corp. 7.625% 7/15/13

3,000

3,266

Continental Resources, Inc. 7.125% 4/1/21 (d)

4,000

4,300

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Energy - continued

Energy Transfer Equity LP 7.5% 10/15/20

$ 3,000

$ 3,266

LINN Energy LLC 8.625% 4/15/20 (d)

3,000

3,240

OPTI Canada, Inc. 9% 12/15/12 (d)

3,750

3,811

Regency Energy Partners LP/Regency Energy Finance Corp. 6.875% 12/1/18

4,000

4,180

Western Refining, Inc. 10.75% 6/15/14 (d)(f)

2,000

2,040

 

32,481

Food and Drug Retail - 0.1%

Federated Retail Holdings, Inc. 5.35% 3/15/12

3,000

3,139

Gaming - 0.1%

MGM Mirage, Inc. 9% 3/15/20 (d)

4,815

5,284

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 7.875% 11/1/17

2,000

2,178

 

7,462

Healthcare - 0.6%

American Renal Holdings, Inc. 8.375% 5/15/18 (d)

2,930

3,106

DaVita, Inc. 6.375% 11/1/18

3,000

3,068

Elan Finance PLC/Elan Finance Corp. 4.4219% 12/1/13 (f)

2,000

1,995

Hanger Orthopedic Group, Inc. 7.125% 11/15/18 (d)

3,000

3,015

Patheon, Inc. 8.625% 4/15/17 (d)

4,000

4,160

Sabra Health Care LP/Sabra Capital Corp. 8.125% 11/1/18 (d)

2,055

2,127

Senior Housing Properties Trust 8.625% 1/15/12

3,500

3,710

Tenet Healthcare Corp. 8.875% 7/1/19

16,000

18,000

 

39,181

Homebuilding/Real Estate - 0.1%

CB Richard Ellis Services, Inc. 6.625% 10/15/20 (d)

3,000

3,030

Metals/Mining - 1.7%

Arch Coal, Inc. 8.75% 8/1/16

2,000

2,240

CONSOL Energy, Inc. 8% 4/1/17 (d)

11,475

12,536

Drummond Co., Inc. 9% 10/15/14 (d)

10,655

11,348

FMG Finance Property Ltd. 4.2969% 9/1/11 (d)(f)

58,000

59,305

FMG Resources (August 2006) Pty Ltd. 7% 11/1/15 (d)

15,705

16,098

Penn Virginia Resource Partners LP/Penn Virginia Resource Finance Corp. 8.25% 4/15/18

3,470

3,644

Teck Resources Ltd. 9.75% 5/15/14

6,615

8,237

 

113,408

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Paper - 0.2%

ABI Escrow Corp. 10.25% 10/15/18 (d)

$ 4,000

$ 4,280

Boise Paper Holdings LLC/Boise Paper Holdings Finance Corp. 9% 11/1/17

3,000

3,285

Cascades, Inc. 7.75% 12/15/17

3,000

3,180

Domtar Corp. 7.875% 10/15/11

2,000

2,115

Verso Paper Holdings LLC/Verso Paper, Inc. 4.2156% 8/1/14 (f)

3,000

2,715

 

15,575

Publishing/Printing - 0.3%

The Reader's Digest Association, Inc. 9.5% 2/15/17 (d)(f)

21,245

21,245

Railroad - 0.1%

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

4,000

4,150

Restaurants - 0.0%

Landry's Restaurants, Inc. 11.625% 12/1/15

1,845

1,974

Services - 0.2%

ARAMARK Corp. 3.9656% 2/1/15 (f)

2,000

1,865

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 2.8763% 5/15/14 (f)

13,000

12,383

 

14,248

Shipping - 0.2%

Navios Maritime Holdings, Inc.:

8.875% 11/1/17 (d)

3,505

3,733

9.5% 12/15/14

3,000

3,113

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

8,075

8,075

 

14,921

Steels - 0.0%

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

2,000

2,138

Super Retail - 0.1%

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

3,617

3,730

Sonic Automotive, Inc. 9% 3/15/18

2,720

2,829

 

6,559

Technology - 0.7%

Advanced Micro Devices, Inc.:

7.75% 8/1/20 (d)

2,000

2,120

8.125% 12/15/17

4,000

4,330

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Technology - continued

First Data Corp. 8.875% 8/15/20 (d)

$ 3,000

$ 3,158

Freescale Semiconductor, Inc.:

9.25% 4/15/18 (d)

5,960

6,377

10.125% 3/15/18 (d)

6,000

6,615

NXP BV/NXP Funding LLC 3.0391% 10/15/13 (f)

20,474

19,399

Seagate Technology International 10% 5/1/14 (d)

2,275

2,764

 

44,763

Telecommunications - 3.2%

Clearwire Communications LLC/Clearwire Finance, Inc. 12% 12/1/15 (d)

20,000

22,200

Clearwire Escrow Corp. 12% 12/1/15 (d)

16,983

18,851

Frontier Communications Corp.:

8.25% 5/1/14

2,000

2,242

8.5% 4/15/20

4,000

4,620

GeoEye, Inc. 9.625% 10/1/15

2,505

2,793

Intelsat Ltd. 11.25% 6/15/16

4,000

4,350

iPCS, Inc.:

2.5906% 5/1/13 (f)

40,670

39,247

3.7156% 5/1/14 pay-in-kind (f)

32,611

31,470

Level 3 Financing, Inc. 4.3441% 2/15/15 (f)

3,000

2,520

PAETEC Holding Corp. 8.875% 6/30/17

2,000

2,155

Qwest Corp.:

3.5422% 6/15/13 (f)

23,000

24,093

8.375% 5/1/16

3,000

3,616

8.875% 3/15/12

3,000

3,293

Sprint Capital Corp.:

6.875% 11/15/28

4,000

3,770

7.625% 1/30/11

11,000

11,138

8.375% 3/15/12

19,000

20,306

tw telecom holdings, Inc. 8% 3/1/18

3,000

3,240

Wind Acquisition Finance SA 11.75% 7/15/17 (d)

6,000

6,810

Wind Acquisition Holdings Finance SA 12.25% 7/15/17 pay-in-kind (d)(f)

4,286

4,783

 

211,497

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Textiles & Apparel - 0.3%

Hanesbrands, Inc. 4.1211% 12/15/14 (f)

$ 12,000

$ 11,970

Levi Strauss & Co. 7.625% 5/15/20

3,000

3,150

Phillips-Van Heusen Corp. 7.375% 5/15/20

4,000

4,335

 

19,455

TOTAL NONCONVERTIBLE BONDS

1,030,928

TOTAL CORPORATE BONDS

(Cost $973,147)

1,031,854

Foreign Government and Government Agency Obligations - 0.1%

 

Venezuelan Republic 1.2884% 4/20/11 (Reg. S) (f)
(Cost $3,884)

4,000

3,910

Common Stocks - 0.8%

Shares

 

Broadcasting - 0.1%

Citadel Broadcasting Corp.:

Class A (a)

109,503

2,697

Class B (a)

5,717

146

Class B warrants 6/3/30 (a)

35,547

942

ION Media Networks, Inc. (a)

2,842

1,037

 

4,822

Building Materials - 0.0%

Nortek, Inc. (a)

2,000

83

Chemicals - 0.5%

LyondellBasell Industries NV:

Class A (a)

654,981

17,593

Class B (a)

599,811

16,129

 

33,722

Diversified Financial Services - 0.0%

Newhall Holding Co. LLC Class A (a)

289,870

551

Electric Utilities - 0.0%

Calpine Corp. (a)

20,715

259

Hotels - 0.0%

Tropicana Las Vegas Hotel & Casino, Inc. Class A

48,650

973

Common Stocks - continued

Shares

Value (000s)

Publishing/Printing - 0.2%

HMH Holdings, Inc. (a)(g)

1,106,192

$ 6,361

RDA Holding Co. (a)

302,964

6,287

 

12,648

TOTAL COMMON STOCKS

(Cost $49,705)

53,058

Other - 0.0%

 

 

 

 

Other - 0.0%

Idearc, Inc. Claim (a)
(Cost $0*)

1,888,944

0*

Money Market Funds - 12.9%

 

 

 

 

Fidelity Cash Central Fund, 0.23% (b)
(Cost $864,418)

864,417,571

864,418

TOTAL INVESTMENT PORTFOLIO - 105.1%

(Cost $6,840,652)

7,014,912

NET OTHER ASSETS (LIABILITIES) - (5.1)%

(340,010)

NET ASSETS - 100%

$ 6,674,902

* Amount represents less than $1,000

Legend

(a) Non-income producing

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

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

(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 $342,615,000 or 5.1% of net assets.

(e) Position or a portion of the position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $50,511,000 and $50,733,000, respectively. The coupon rate will be determined at time of settlement.

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

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $6,361,000 or 0.1% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

HMH Holdings, Inc.

1/14/09 - 3/9/10

$ 6,287

(h) Remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

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

$ 1,361

Other Information

The following is a summary of the inputs used, as of October 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables on the following page, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 18,443

$ 3,785

$ 12,648

$ 2,010

Financials

551

-

-

551

Industrials

83

83

-

-

Materials

33,722

33,722

-

-

Utilities

259

259

-

-

Corporate Bonds

1,031,854

-

1,031,854

-

Foreign Government and Government Agency Obligations

3,910

-

3,910

-

Floating Rate Loans

5,061,672

-

5,061,672

-

Other

-

-

-

-

Money Market Funds

864,418

864,418

-

-

Total Investments in Securities:

$ 7,014,912

$ 902,267

$ 6,110,084

$ 2,561

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

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 1,007

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(2,142)

Cost of Purchases

3,696

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 2,561

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ (2,142)

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

Income Tax Information

As of October 31, 2010, the Fund had an aggregate capital loss carryforward of approximately $154,604,000 of which $115,547,000 and $39,057,000 will expire on October 31, 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2010

 

 

 

Assets

Investment in securities, at value -
See accompanying schedule:

Unaffiliated issuers (cost $5,976,234)

$ 6,150,494

 

Fidelity Central Funds (cost $864,418)

864,418

 

Total Investments (cost $6,840,652)

 

$ 7,014,912

Cash

7,664

Receivable for investments sold

30,594

Receivable for fund shares sold

27,014

Interest receivable

33,811

Distributions receivable from Fidelity Central Funds

168

Other receivables

2

Total assets

7,114,165

 

 

 

Liabilities

Payable for investments purchased

$ 423,629

Payable for fund shares redeemed

6,689

Distributions payable

4,015

Accrued management fee

3,072

Distribution and service plan fees payable

797

Other affiliated payables

824

Other payables and accrued expenses

237

Total liabilities

439,263

 

 

 

Net Assets

$ 6,674,902

Net Assets consist of:

 

Paid in capital

$ 6,565,643

Undistributed net investment income

92,287

Accumulated undistributed net realized gain (loss) on investments

(157,288)

Net unrealized appreciation (depreciation) on investments

174,260

Net Assets

$ 6,674,902

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2010

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($1,063,560 ÷ 108,680 shares)

$ 9.79

 

 

 

Maximum offering price per share (100/97.25 of $9.79)

$ 10.07

Class T:
Net Asset Value
and redemption price per share ($242,414 ÷ 24,803 shares)

$ 9.77

 

 

 

Maximum offering price per share (100/97.25 of $9.77)

$ 10.05

Class B:
Net Asset Value
and offering price per share
($43,302 ÷ 4,431 shares)A

$ 9.77

 

 

 

Class C:
Net Asset Value
and offering price per share
($621,527 ÷ 63,524 shares)A

$ 9.78

 

 

 

Fidelity Floating Rate High Income Fund:
Net Asset Value
, offering price and redemption price per share ($3,566,486 ÷ 364,882 shares)

$ 9.77

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,137,613 ÷ 116,467 shares)

$ 9.77

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended October 31, 2010

 

 

 

Investment Income

 

 

Interest

 

$ 262,631

Income from Fidelity Central Funds

 

1,361

Total income

 

263,992

 

 

 

Expenses

Management fee

$ 29,093

Transfer agent fees

6,903

Distribution and service plan fees

7,514

Accounting fees and expenses

1,372

Custodian fees and expenses

99

Independent trustees' compensation

28

Registration fees

590

Audit

150

Legal

179

Miscellaneous

61

Total expenses before reductions

45,989

Expense reductions

(8)

45,981

Net investment income

218,011

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

43,608

Change in net unrealized appreciation (depreciation) on investment securities

172,072

Net gain (loss)

215,680

Net increase (decrease) in net assets resulting from operations

$ 433,691

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
October 31,
2010

Year ended
October 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 218,011

$ 126,026

Net realized gain (loss)

43,608

(21,639)

Change in net unrealized appreciation (depreciation)

172,072

475,087

Net increase (decrease) in net assets resulting
from operations

433,691

579,474

Distributions to shareholders from net investment income

(160,228)

(95,253)

Distributions to shareholders from net realized gain

(20,518)

-

Total distributions

(180,746)

(95,253)

Share transactions - net increase (decrease)

2,557,736

1,382,631

Redemption fees

720

826

Total increase (decrease) in net assets

2,811,401

1,867,678

 

 

 

Net Assets

Beginning of period

3,863,501

1,995,823

End of period (including undistributed net investment income of $92,287 and undistributed net investment income of $35,270, respectively)

$ 6,674,902

$ 3,863,501

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.31

$ 8.00

$ 9.75

$ 9.95

$ 9.96

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .391

  .354

  .476

  .621

  .571

Net realized and unrealized gain (loss)

  .425

  1.232

  (1.779)

  (.196)

  (.022)

Total from investment operations

  .816

  1.586

  (1.303)

  .425

  .549

Distributions from net investment income

  (.287)

  (.278)

  (.448)

  (.625)

  (.560)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.337)

  (.278)

  (.448)

  (.627)

  (.560)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.79

$ 9.31

$ 8.00

$ 9.75

$ 9.95

Total Return A, B

  8.96%

  20.31%

  (13.87)%

  4.40%

  5.66%

Ratios to Average Net AssetsD, F

 

 

 

 

 

Expenses before reductions

  1.03%

  1.05%

  1.06%

  1.02%

  1.05%

Expenses net of fee waivers,
if any

  1.03%

  1.05%

  1.06%

  1.02%

  1.05%

Expenses net of all reductions

  1.03%

  1.04%

  1.06%

  1.02%

  1.05%

Net investment income

  4.11%

  4.09%

  5.13%

  6.28%

  5.73%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 1,064

$ 518

$ 192

$ 257

$ 285

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.30

$ 8.00

$ 9.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .391

  .349

  .481

  .621

  .564

Net realized and unrealized gain (loss)

  .416

  1.228

  (1.762)

  (.206)

  (.022)

Total from investment operations

  .807

  1.577

  (1.281)

  .415

  .542

Distributions from net investment income

  (.288)

  (.279)

  (.450)

  (.625)

  (.553)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.338)

  (.279)

  (.450)

  (.627)

  (.553)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.30

$ 8.00

$ 9.73

$ 9.94

Total Return A, B

  8.87%

  20.20%

  (13.66)%

  4.30%

  5.60%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.02%

  1.04%

  1.03%

  1.03%

  1.11%

Expenses net of fee waivers,
if any

  1.02%

  1.04%

  1.03%

  1.03%

  1.11%

Expenses net of all reductions

  1.02%

  1.04%

  1.03%

  1.02%

  1.11%

Net investment income

  4.12%

  4.10%

  5.16%

  6.28%

  5.67%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 242

$ 143

$ 134

$ 309

$ 472

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.30

$ 7.99

$ 9.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .341

  .305

  .432

  .569

  .513

Net realized and unrealized gain (loss)

  .416

  1.238

  (1.771)

  (.206)

  (.022)

Total from investment operations

  .757

  1.543

  (1.339)

  .363

  .491

Distributions from net investment income

  (.238)

  (.235)

  (.402)

  (.573)

  (.502)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.288)

  (.235)

  (.402)

  (.575)

  (.502)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.30

$ 7.99

$ 9.73

$ 9.94

Total Return A, B

  8.30%

  19.74%

  (14.21)%

  3.76%

  5.06%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.55%

  1.56%

  1.56%

  1.55%

  1.63%

Expenses net of fee waivers,
if any

  1.55%

  1.55%

  1.55%

  1.55%

  1.63%

Expenses net of all reductions

  1.55%

  1.55%

  1.55%

  1.55%

  1.62%

Net investment income

  3.59%

  3.59%

  4.64%

  5.75%

  5.16%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 43

$ 44

$ 42

$ 100

$ 143

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.31

$ 8.00

$ 9.74

$ 9.95

$ 9.96

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .321

  .288

  .408

  .553

  .508

Net realized and unrealized gain (loss)

  .415

  1.235

  (1.770)

  (.207)

  (.022)

Total from investment operations

  .736

  1.523

  (1.362)

  .346

  .486

Distributions from net investment income

  (.217)

  (.215)

  (.379)

  (.556)

  (.497)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.267)

  (.215)

  (.379)

  (.558)

  (.497)

Redemption fees added to paid in capital C

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.78

$ 9.31

$ 8.00

$ 9.74

$ 9.95

Total Return A, B

  8.05%

  19.43%

  (14.41)%

  3.58%

  5.00%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.76%

  1.78%

  1.80%

  1.71%

  1.68%

Expenses net of fee waivers,
if any

  1.76%

  1.78%

  1.80%

  1.71%

  1.68%

Expenses net of all reductions

  1.76%

  1.78%

  1.80%

  1.71%

  1.68%

Net investment income

  3.38%

  3.35%

  4.39%

  5.59%

  5.10%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 622

$ 335

$ 199

$ 345

$ 450

Portfolio turnover rate E

  43%

  25%

  16%

  69%

  61%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Fidelity Floating Rate High Income Fund

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.30

$ 8.00

$ 9.74

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income B

  .418

  .377

  .508

  .650

  .593

Net realized and unrealized gain (loss)

  .417

  1.225

  (1.771)

  (.196)

  (.021)

Total from investment operations

  .835

  1.602

  (1.263)

  .454

  .572

Distributions from net investment income

  (.316)

  (.304)

  (.478)

  (.654)

  (.583)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.366)

  (.304)

  (.478)

  (.656)

  (.583)

Redemption fees added to paid in capital B

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.30

$ 8.00

$ 9.74

$ 9.94

Total Return A

  9.18%

  20.55%

  (13.49)%

  4.72%

  5.92%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .73%

  .75%

  .73%

  .73%

  .81%

Expenses net of fee waivers,
if any

  .73%

  .75%

  .73%

  .73%

  .81%

Expenses net of all reductions

  .73%

  .75%

  .73%

  .72%

  .81%

Net investment income

  4.41%

  4.39%

  5.46%

  6.58%

  5.97%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 3,566

$ 2,354

$ 1,292

$ 2,679

$ 2,989

Portfolio turnover rate D

  43%

  25%

  16%

  69%

  61%

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.29

$ 7.99

$ 9.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income B

  .415

  .379

  .503

  .647

  .591

Net realized and unrealized gain (loss)

  .427

  1.221

  (1.769)

  (.206)

  (.021)

Total from investment operations

  .842

  1.600

  (1.266)

  .441

  .570

Distributions from net investment income

  (.313)

  (.302)

  (.475)

  (.651)

  (.581)

Distributions from net realized gain

  (.050)

  -

  -

  (.002)

  -

Total distributions

  (.363)

  (.302)

  (.475)

  (.653)

  (.581)

Redemption fees added to paid in capital B

  .001

  .002

  .001

  .002

  .001

Net asset value, end of period

$ 9.77

$ 9.29

$ 7.99

$ 9.73

$ 9.94

Total Return A

  9.27%

  20.54%

  (13.54)%

  4.58%

  5.89%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .76%

  .77%

  .77%

  .76%

  .84%

Expenses net of fee waivers,
if any

  .76%

  .77%

  .77%

  .76%

  .84%

Expenses net of all reductions

  .76%

  .77%

  .76%

  .76%

  .83%

Net investment income

  4.38%

  4.36%

  5.43%

  6.55%

  5.95%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 1,138

$ 469

$ 138

$ 207

$ 275

Portfolio turnover rate D

  43%

  25%

  16%

  69%

  61%

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2010

(Amounts in thousands except ratios)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, floating rate loans and foreign government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. 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 fair value and are categorized as Level 2 in the hierarchy. The Fund invests a significant portion of its assets in

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured. The Fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, consent fees and prepayment fees. These fees are recorded as Income in the accompanying financial statements.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

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

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

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

Gross unrealized appreciation

$ 276,895

Gross unrealized depreciation

(43,026)

Net unrealized appreciation (depreciation)

$ 233,869

 

 

Tax Cost

$ 6,781,043

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 29,994

Capital loss carryforward

$ (154,604)

Net unrealized appreciation (depreciation)

$ 233,869

The tax character of distributions paid was as follows:

 

October 31, 2010

October 31, 2009

Ordinary Income

$ 180,746

$ 95,253

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 60 days are subject to a redemption fee equal to 1.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of floating rate loans), other than short-term securities, aggregated $4,405,148 and $2,021,216, respectively.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .57% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 1,976

$ 75

Class T

-%

.25%

446

-

Class B

.55%

.15%

316

248

Class C

.75%

.25%

4,776

2,355

 

 

 

$ 7,514

$ 2,678

Sales Load. FDC receives a front-end sales charge of up to 2.75% for selling Class A shares and 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 3.50% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) 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

$ 414

Class T

61

Class B*

71

Class C*

129

 

$ 675

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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

 

Amount

% of
Average
Net Assets

Class A

$ 1,292

.16

Class T

277

.15

Class B

104

.23

Class C

708

.15

Fidelity Floating Rate High Income Fund

3,407

.12

Institutional Class

1,115

.15

 

$ 6,903

 

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

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $19 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $8.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2010

2009

From net investment income

 

 

Class A

$ 23,450

$ 10,536

Class T

5,386

4,731

Class B

1,129

1,155

Class C

10,682

6,049

Fidelity Floating Rate High Income Fund

95,016

62,441

Institutional Class

24,565

10,341

Total

$ 160,228

$ 95,253

From net realized gain

 

 

Class A

$ 2,787

$ -

Class T

742

-

Class B

234

-

Class C

1,822

-

Fidelity Floating Rate High Income Fund

12,502

-

Institutional Class

2,431

-

Total

$ 20,518

$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

81,725

48,725

$ 779,901

$ 415,716

Reinvestment of distributions

2,275

1,018

21,629

8,748

Shares redeemed

(30,931)

(18,093)

(294,118)

(158,144)

Net increase (decrease)

53,069

31,650

$ 507,412

$ 266,320

Class T

 

 

 

 

Shares sold

14,246

7,181

$ 135,056

$ 60,340

Reinvestment of distributions

545

487

5,173

4,066

Shares redeemed

(5,379)

(8,995)

(50,997)

(77,682)

Net increase (decrease)

9,412

(1,327)

$ 89,232

$ (13,276)

Class B

 

 

 

 

Shares sold

1,770

1,793

$ 16,858

$ 15,223

Reinvestment of distributions

108

105

1,018

867

Shares redeemed

(2,210)

(2,368)

(21,009)

(19,832)

Net increase (decrease)

(332)

(470)

$ (3,133)

$ (3,742)

Annual Report

10. Share Transactions - continued

Transactions for each class of shares were as follows: - continued

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class C

 

 

 

 

Shares sold

37,058

19,145

$ 353,406

$ 163,896

Reinvestment of distributions

896

479

8,502

4,023

Shares redeemed

(10,394)

(8,474)

(98,760)

(71,281)

Net increase (decrease)

27,560

11,150

$ 263,148

$ 96,638

Fidelity Floating Rate High Income Fund

 

 

 

 

Shares sold

211,892

185,964

$ 2,019,775

$ 1,569,071

Reinvestment of distributions

9,543

6,026

90,556

51,119

Shares redeemed

(109,667)

(100,407)

(1,040,316)

(857,029)

Net increase (decrease)

111,768

91,583

$ 1,070,015

$ 763,161

Institutional Class

 

 

 

 

Shares sold

93,750

53,110

$ 894,344

$ 449,402

Reinvestment of distributions

1,549

653

14,718

5,644

Shares redeemed

(29,322)

(20,585)

(278,000)

(181,516)

Net increase (decrease)

65,977

33,178

$ 631,062

$ 273,530

11. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series I and Shareholders of Fidelity Advisor Floating Rate High Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Floating Rate High Income Fund (the Fund), a fund of Fidelity Advisor Series I, including the schedule of investments, as of October 31, 2010, and the related statement of operations for the year then ended, the statement of changes in 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. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the custodians, and agent banks; where replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Floating Rate High Income Fund as of October 31, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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.

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

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

Annual Report

Board Structure and Oversight Function. Edward C. Johnson 3d is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; 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 and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

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

Annual Report

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

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (57)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999 - present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994 - present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

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

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (46)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

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

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (49)

 

Year of Election or Appointment: 2009

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

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2010

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

John R. Hebble (52)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (42)

 

Year of Election or Appointment: 2010

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

Annual Report

Distributions (Unaudited)

A total of 0.25% 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 $130,978,598 of distributions paid during the period January 1, 2010 to October 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Floating Rate High Income Fund

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

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2010 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, 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 the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interest of the fund.

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

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

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through 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 a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of the retail class and Class C of the fund, the cumulative total returns of a proprietary custom index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of the retail class and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom index is an index developed by FMR that represents the performance of the fund's general investment categories.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Floating Rate High Income Fund

fid105

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

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative 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.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor Floating Rate High Income Fund

fid107

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 2009.

Furthermore, the Board considered that it had approved an amendment (effective February 1, 2007) to the fund's management contract that lowered the individual fund fee rate from 55 basis points to 45 basis points. The Board considered that the chart reflects the fund's lower management fee in 2007, as if the lower fee were in effect for the entire year.

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

Total Expenses. 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 class ranked below its competitive median for 2009.

Annual Report

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that the reduction in the fund's individual fund fee rate by 10 basis points delivers significant economies to fund shareholders.

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Annual Report

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

Annual Report

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

fid204For mutual fund and brokerage trading.

fid206For quotes.*

fid208For account balances and holdings.

fid210To review orders and mutual
fund activity.

fid212To change your PIN.

fid214fid216To 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

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

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

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

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®) fid218
1-800-544-5555

fid218
Automated line for quickest service

FHI-UANN-1210
1.784743.107

fid221

(Fidelity Investment logo)(registered trademark)
Fidelity AdvisorSM
High Income Advantage
Fund - Class A, Class T, Class B and Class C

Annual Report

October 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Equities have staged a rally in the second half of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remain about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

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

Average Annual Total Returns

Periods ended October 31, 2010

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 4.00% sales charge)

17.18%

6.73%

7.93%

  Class T (incl. 4.00% sales charge)

17.21%

6.74%

7.90%

  Class B (incl. contingent deferred sales charge) A

16.20%

6.56%

7.81%

  Class C (incl. contingent deferred sales charge)B

20.20%

6.80%

7.53%

A Class B shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 5%, 2%, and 0%, respectively.

B Class C shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM High Income Advantage Fund - Class A on October 31, 2000, and the current 4.00% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill Lynch US High Yield Constrained Index performed over the same period.

fid235

Annual Report

Management's Discussion of Fund Performance

Market Recap: High-yield bonds posted strong gains during the 12 months ending October 31, 2010, with The BofA Merrill Lynch US High Yield Constrained IndexSM returning 19.08%. By comparison, the S&P 500® Index, a proxy for U.S. equity market performance, returned 16.52% and the Barclays Capital U.S. Aggregate Bond Index, which measures the performance of investment-grade bonds, gained 8.01%. The backdrop remained positive for high yield, with U.S. economic expansion on an upward trajectory, improved credit conditions, exceptionally low interest rates and better-than-expected corporate financial results. Many leveraged companies successfully refinanced their outstanding debt by issuing new bonds at lower prevailing rates that were still high enough to attract yield-hungry investors seeking alternatives to the anemic returns of higher-quality government bonds and money market instruments. The secondary market for high-yield bonds was active, paralleling a steady stream of new high-yield issuance that was generally well-received by market participants encouraged by an increasing number of credit upgrades. Fewer companies entered the distressed-securities market, and there was an uptick in merger-and-acquisition activity - another positive influence on the high-yield market. At times, equity market volatility hurt high-yield bonds, but these setbacks were temporary.

Comments from Harley Lank, who became sole Portfolio Manager of Fidelity AdvisorSM High Income Advantage Fund on August 31, 2010, after serving as Co-Manager since September 2009: For the year, the fund's Class A, Class T, Class B and Class C shares returned 22.06%, 22.09%, 21.20% and 21.20%, respectively (excluding sales charges), outperforming the BofA Merrill Lynch index. Strong security selection within technology, chemicals, energy, food/beverage/tobacco, building materials and telecommunications helped fuel the fund's outperformance. The fund's high-yield bonds outperformed the index, and its out-of-benchmark investments in convertible preferred stocks, convertible bonds, non-convertible preferred stocks and floating-rate bank loans also added to results. Contributors included energy company El Paso, building-products manufacturer Owens Corning, American Italian Pasta, Ally Financial, Freescale Semiconductor and aerospace firm Sequa. Owens Corning and American Italian Pasta were not held at period end. Conversely, the fund was held back by unfavorable security selection within consumer products, broadcasting and publishing/printing. The fund's out-of-benchmark common-stock positions slightly underperformed the index, as did its small stake in deferred-pay corporate bonds. The fund's modest cash position also dampened results within a strong market. Detractors included international power producer AES, hospital operator Tenet Healthcare, Bank of America, mattress manufacturer Sealy and Canadian oil sands company OPTI Canada.

Comments from Harley Lank, who became sole Portfolio Manager of Fidelity AdvisorSM High Income Advantage Fund on August 31, 2010, after serving as Co-Manager since September 2009: For the year, the fund's Institutional Class shares returned 22.33%, outperforming the BofA index. Strong security selection within technology, chemicals, energy, food/beverage/tobacco, building materials and telecommunications helped fuel the fund's outperformance. The fund's high-yield bonds outperformed the index, and its out-of-benchmark investments in convertible preferred stocks, convertible bonds, non-convertible preferred stocks and floating-rate bank loans also added to results. Contributors included energy company El Paso, building-products manufacturer Owens Corning, American Italian Pasta, Ally Financial, Freescale Semiconductor and aerospace firm Sequa. Owens Corning and American Italian Pasta were not held at period end. Conversely, the fund was held back by unfavorable security selection within consumer products, broadcasting and publishing/printing. The fund's out-of-benchmark common-stock positions slightly underperformed the index, as did its small stake in deferred-pay corporate bonds. The fund's modest cash position also dampened results within a strong market. Detractors included international power producer AES, hospital operator Tenet Healthcare, Bank of America, mattress manufacturer Sealy and Canadian oil sands company OPTI Canada.

Annual Report

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2010).

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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2010

Ending
Account Value
October 31, 2010

Expenses Paid
During Period
*
May 1, 2010
to October 31, 2010

Class A

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,044.20

$ 5.31

HypotheticalA

 

$ 1,000.00

$ 1,020.01

$ 5.24

Class T

1.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,045.10

$ 5.21

HypotheticalA

 

$ 1,000.00

$ 1,020.11

$ 5.14

Class B

1.73%

 

 

 

Actual

 

$ 1,000.00

$ 1,041.90

$ 8.90

HypotheticalA

 

$ 1,000.00

$ 1,016.48

$ 8.79

Class C

1.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,041.50

$ 9.06

HypotheticalA

 

$ 1,000.00

$ 1,016.33

$ 8.94

Institutional Class

.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,046.80

$ 3.97

HypotheticalA

 

$ 1,000.00

$ 1,021.32

$ 3.92

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of October 31, 2010

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Delta Air Lines, Inc.

3.3

2.9

International Lease Finance Corp.

2.8

1.0

CIT Group, Inc.

2.5

1.6

Univision Communications, Inc.

2.5

2.4

Freescale Semiconductor, Inc.

2.4

2.9

 

13.5

Top Five Market Sectors as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Telecommunications

11.0

11.9

Technology

8.7

8.7

Energy

7.8

7.3

Banks and Thrifts

6.7

6.8

Electric Utilities

6.5

5.3

Quality Diversification (% of fund's net assets)

As of October 31, 2010

As of April 30, 2010

fid64

AAA,AA,A 0.5%

 

fid64

AAA,AA,A 0.5%

 

fid239

BBB 0.7%

 

fid241

BBB 0.0%

 

fid70

BB 12.2%

 

fid70

BB 13.6%

 

fid245

B 33.8%

 

fid245

B 28.4%

 

fid73

CCC,CC,C 23.1%

 

fid73

CCC,CC,C 26.3%

 

fid241

D 0.0%

 

fid251

D 1.7%

 

fid76

Not Rated 5.6%

 

fid76

Not Rated 4.5%

 

fid79

Equities 19.6%

 

fid79

Equities 18.2%

 

fid85

Short-Term
Investments and
Net Other Assets 4.5%

 

fid85

Short-Term
Investments and
Net Other Assets 6.8%

 

fid71

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

Asset Allocation (% of fund's net assets)

As of October 31, 2010*

As of April 30, 2010**

fid64

Nonconvertible
Bonds 58.5%

 

fid64

Nonconvertible
Bonds 57.1%

 

fid70

Convertible Bonds, Preferred Stocks 7.4%

 

fid70

Convertible Bonds, Preferred Stocks 6.2%

 

fid73

Common Stocks 13.4%

 

fid73

Common Stocks 13.0%

 

fid79

Floating Rate Loans 16.2%

 

fid79

Floating Rate Loans 16.9%

 

fid85

Short-Term
Investments and
Net Other Assets 4.5%

 

fid85

Short-Term
Investments and
Net Other Assets 6.8%

 

* Foreign investments

12.7%

 

** Foreign investments

10.3%

 

fid72

Annual Report

Investments October 31, 2010

Showing Percentage of Net Assets

Corporate Bonds - 59.7%

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - 1.2%

Air Transportation - 0.2%

UAL Corp. 4.5% 6/30/21 (h)

$ 5,200

$ 5,593

Automotive - 0.4%

Accuride Corp. 7.5% 2/26/20 pay-in-kind

4,165

12,189

Energy - 0.2%

Headwaters, Inc. 2.5% 2/1/14

7,970

6,207

Metals/Mining - 0.4%

Peabody Energy Corp. 4.75% 12/15/66

10,000

11,888

TOTAL CONVERTIBLE BONDS

35,877

Nonconvertible Bonds - 58.5%

Aerospace - 1.3%

Sequa Corp.:

11.75% 12/1/15 (h)

20,060

21,815

13.5% 12/1/15 pay-in-kind (h)

15,314

16,731

 

38,546

Air Transportation - 2.0%

Air Canada:

9.25% 8/1/15 (h)

3,705

3,881

12% 2/1/16 (h)

4,690

4,878

American Airlines, Inc. pass-thru trust certificates 10.18% 1/2/13

2,935

2,924

CHC Helicopter SA 9.25% 10/15/20 (h)

7,905

8,320

Continental Airlines, Inc.:

pass-thru trust certificates 6.903% 4/19/22

1,454

1,454

3.4206% 6/2/13 (i)

6,954

6,467

7.339% 4/19/14

1,913

1,942

Continental Airlines, Inc. 9.25% 5/10/17

2,760

2,953

Delta Air Lines, Inc.:

8% 12/15/07 (a)(h)

10,571

0

10% 8/15/08 (a)

29,000

0

12.25% 3/15/15 (h)

15,000

17,213

Delta Air Lines, Inc. pass-thru trust certificates 7.779% 1/2/12

308

309

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

1,524

0

Northwest Airlines, Inc.:

7.875% 3/15/08 (a)

7,755

0

9.875% 3/15/07 (a)

6,255

0

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Air Transportation - continued

United Air Lines, Inc. 9.875% 8/1/13 (h)

$ 2,050

$ 2,255

United Air Lines, Inc. pass-thru trust certificates 9.75% 1/15/17

4,759

5,520

 

58,116

Auto Parts Distribution - 0.5%

Exide Technologies 10.5% 3/15/13

15,000

15,300

Automotive - 0.9%

Accuride Corp. 9.5% 8/1/18 (h)

530

576

ArvinMeritor, Inc. 10.625% 3/15/18

1,920

2,170

General Motors Acceptance Corp. 8% 11/1/31

4,105

4,472

Tower Automotive Holdings USA LLC / TA Holdings Finance, Inc. 10.625% 9/1/17 (h)

8,945

9,549

TRW Automotive, Inc.:

7% 3/15/14 (h)

1,750

1,873

7.25% 3/15/17 (h)

7,770

8,275

 

26,915

Banks and Thrifts - 3.7%

CIT Group, Inc.:

7% 5/1/15

23,325

23,325

7% 5/1/16

14,395

14,359

7% 5/1/17

35,585

35,407

GMAC LLC:

8% 12/31/18

25,210

26,029

8% 11/1/31

8,158

8,892

Washington Mutual Bank 5.5% 1/15/13 (d)

10,000

88

 

108,100

Broadcasting - 1.3%

Clear Channel Communications, Inc.:

4.4% 5/15/11

5,325

5,232

5% 3/15/12

10,000

9,613

11% 8/1/16 pay-in-kind (i)

16,174

12,090

Gray Television, Inc. 10.5% 6/29/15

1,855

1,925

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

6,395

6,523

Univision Communications, Inc. 7.875% 11/1/20 (h)

2,785

2,910

 

38,293

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Building Materials - 0.1%

Associated Materials LLC 9.125% 11/1/17 (h)

$ 1,485

$ 1,559

Nortek, Inc. 11% 12/1/13

899

957

 

2,516

Cable TV - 0.9%

CCO Holdings LLC/CCO Holdings Capital Corp.:

7.875% 4/30/18 (h)

2,665

2,825

8.125% 4/30/20 (h)

6,360

6,869

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. 13.5% 11/30/16

12,880

15,424

 

25,118

Chemicals - 1.5%

Ferro Corp. 7.875% 8/15/18

1,060

1,121

Hexion US Finance Corp./Hexion Nova Scotia Finance ULC 9% 11/15/20 (h)

1,125

1,170

Huntsman International LLC:

5.5% 6/30/16

7,410

7,262

8.625% 3/15/21 (h)

7,740

8,456

Momentive Performance Materials, Inc. 9% 1/15/21 (h)

2,280

2,371

NOVA Chemicals Corp.:

8.375% 11/1/16

5,000

5,475

8.625% 11/1/19

5,000

5,550

OMNOVA Solutions, Inc. 7.875% 11/1/18 (h)

840

858

Solutia, Inc. 8.75% 11/1/17

1,205

1,344

TPC Group LLC 8.25% 10/1/17 (h)

1,675

1,763

Tronox Worldwide LLC/Tronox Worldwide Finance Corp. 9.5% 12/1/12 (d)

7,610

9,551

 

44,921

Consumer Products - 0.5%

Reddy Ice Corp. 11.25% 3/15/15

10,235

10,644

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer SA:

7.125% 4/15/19 (h)

2,185

2,256

9% 4/15/19 (h)

2,500

2,588

 

15,488

Containers - 0.7%

Ardagh Packaging Finance PLC:

7.375% 10/15/17 (h)

910

962

9.125% 10/15/20 (h)

3,210

3,403

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Containers - continued

Berry Plastics Corp.:

5.0391% 2/15/15 (i)

$ 7,560

$ 7,258

8.875% 9/15/14

10,000

10,050

 

21,673

Diversified Financial Services - 4.7%

Ineos Finance PLC 9% 5/15/15 (h)

2,470

2,612

International Lease Finance Corp.:

5.25% 1/10/13

5,765

5,815

5.625% 9/20/13

4,155

4,181

5.65% 6/1/14

495

495

5.875% 5/1/13

5,810

5,919

6.375% 3/25/13

3,400

3,502

6.625% 11/15/13

14,650

15,090

6.75% 9/1/16 (h)

4,640

5,058

7.125% 9/1/18 (h)

14,520

15,972

8.625% 9/15/15 (h)

12,670

14,222

8.75% 3/15/17 (h)

10,385

11,813

8.875% 9/1/17

1,855

2,115

Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17 (h)

1,985

2,005

Offshore Group Investment Ltd. 11.5% 8/1/15 (h)

5,525

5,877

Penson Worldwide, Inc. 12.5% 5/15/17 (h)

3,330

3,326

Pinafore LLC/Pinafore, Inc. 9% 10/1/18 (h)

2,115

2,258

Reliance Intermediate Holdings LP 9.5% 12/15/19 (h)

7,000

7,455

SLM Corp.:

5.625% 8/1/33

530

408

8% 3/25/20

7,765

7,765

8.45% 6/15/18

14,135

14,808

Trans Union LLC/Trans Union Financing Corp. 11.375% 6/15/18 (h)

7,155

8,219

 

138,915

Diversified Media - 1.9%

Clear Channel Worldwide Holdings, Inc.:

Series A 9.25% 12/15/17

1,425

1,539

Series B 9.25% 12/15/17

5,700

6,227

Entravision Communication Corp. 8.75% 8/1/17 (h)

3,055

3,238

Lamar Media Corp. 7.875% 4/15/18

2,550

2,735

Liberty Media Corp.:

8.25% 2/1/30

660

661

8.5% 7/15/29

745

746

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Diversified Media - continued

Nielsen Finance LLC/Nielsen Finance Co.:

0% 8/1/16 (e)

$ 25,235

$ 25,740

7.75% 10/15/18 (h)

6,190

6,422

11.5% 5/1/16

5,000

5,725

11.625% 2/1/14

3,185

3,647

 

56,680

Electric Utilities - 3.6%

AES Corp. 9.75% 4/15/16

3,630

4,220

Calpine Corp.:

7.5% 2/15/21 (h)

15,000

15,300

8.5% 7/15/49 (d)(h)

16,320

0

8.75% 7/15/13 (d)(h)

5,865

0

Energy Future Holdings Corp.:

10% 1/15/20 (h)

12,540

13,073

10.875% 11/1/17

1,511

1,111

Energy Future Intermediate Holding Co. LLC / EFIH Finance, Inc. 10% 12/1/20

11,195

11,671

GenOn Escrow Corp.:

9.5% 10/15/18 (h)

4,380

4,254

9.875% 10/15/20 (h)

4,380

4,249

Intergen NV 9% 6/30/17 (h)

32,660

35,273

Mirant Americas Generation LLC 8.5% 10/1/21

10,915

10,697

North American Energy Alliance LLC/North American Energy Alliance Finance Corp. 10.875% 6/1/16 (h)

6,440

7,140

 

106,988

Energy - 5.3%

Anadarko Petroleum Corp.:

6.95% 6/15/19

3,805

4,308

8.7% 3/15/19

7,605

9,415

ATP Oil & Gas Corp. 11.875% 5/1/15 (h)

17,775

16,353

Edgen Murray Corp. 12.25% 1/15/15

13,595

11,080

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

1,970

2,111

Expro Finance Luxembourg SCA 8.5% 12/15/16 (h)

8,380

8,212

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

14,330

14,832

Hercules Offshore, Inc. 10.5% 10/15/17 (h)

5,430

4,208

LINN Energy LLC 8.625% 4/15/20 (h)

8,750

9,450

OPTI Canada, Inc.:

7.875% 12/15/14

27,290

20,468

8.25% 12/15/14

11,005

8,254

Petroleum Development Corp. 12% 2/15/18

7,940

8,893

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Energy - continued

Pride International, Inc. 6.875% 8/15/20

$ 2,590

$ 2,933

Quicksilver Resources, Inc. 11.75% 1/1/16

9,900

11,311

Regency Energy Partners LP/Regency Energy Finance Corp. 6.875% 12/1/18

4,920

5,141

Venoco, Inc. 11.5% 10/1/17

7,100

7,562

Western Refining, Inc. 11.25% 6/15/17 (h)

10,000

10,200

 

154,731

Entertainment/Film - 0.3%

Livent, Inc. yankee 9.375% 10/15/04 (d)

11,100

0

MCE Finance Ltd. 10.25% 5/15/18 (h)

8,625

9,746

Environmental - 0.1%

Casella Waste Systems, Inc. 11% 7/15/14

1,725

1,906

Food and Drug Retail - 1.4%

Nutritional Sourcing Corp. 10.125% 8/1/09 (d)

7,424

0

Rite Aid Corp.:

7.5% 3/1/17

22,348

21,342

9.5% 6/15/17

17,625

14,893

Tops Markets LLC 10.125% 10/15/15 (h)

4,935

5,330

 

41,565

Gaming - 2.3%

Harrah's Operating Co., Inc. 11.25% 6/1/17

8,000

8,810

MGM Mirage, Inc.:

6.625% 7/15/15

26,410

22,977

6.75% 4/1/13

5,715

5,544

6.875% 4/1/16

1,155

999

7.5% 6/1/16

11,920

10,579

7.625% 1/15/17

5,885

5,208

9% 3/15/20 (h)

3,180

3,490

11.125% 11/15/17

4,595

5,284

MGM Resorts International 10% 11/1/16 (h)

5,955

5,866

Station Casinos, Inc.:

6% 4/1/12 (d)

5,550

1

7.75% 8/15/16 (d)

6,150

1

 

68,759

Healthcare - 3.3%

American Renal Holdings, Inc. 8.375% 5/15/18 (h)

1,740

1,844

Apria Healthcare Group, Inc. 11.25% 11/1/14

10,000

11,050

DaVita, Inc.:

6.375% 11/1/18

3,435

3,512

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Healthcare - continued

DaVita, Inc.: - continued

6.625% 11/1/20

$ 2,970

$ 3,044

DJO Finance LLC/DJO Finance Corp. 9.75%
10/15/17 (h)

830

865

HCA, Inc.:

6.375% 1/15/15

4,730

4,878

9.875% 2/15/17

1,475

1,656

Multiplan, Inc. 9.875% 9/1/18 (h)

6,485

6,988

Rotech Healthcare, Inc. 10.75% 10/15/15 (h)

1,715

1,749

Sabra Health Care LP/Sabra Capital Corp. 8.125% 11/1/18 (h)

1,275

1,320

Tenet Healthcare Corp.:

6.875% 11/15/31

16,215

13,377

8.875% 7/1/19

12,000

13,500

UHS Escrow Corp. 7% 10/1/18 (h)

790

826

Valeant Pharmaceuticals International:

6.75% 10/1/17 (h)

2,510

2,623

7% 10/1/20 (h)

3,345

3,529

VWR Funding, Inc. 10.25% 7/15/15 pay-in-kind (i)

25,688

27,229

 

97,990

Homebuilding/Real Estate - 0.4%

CB Richard Ellis Services, Inc. 6.625% 10/15/20 (h)

1,710

1,727

DuPont Fabros Technology LP 8.5% 12/15/17

3,735

4,034

K. Hovnanian Enterprises, Inc. 6.25% 1/15/16

8,025

5,537

 

11,298

Insurance - 0.8%

American International Group, Inc.:

5.45% 5/18/17

7,765

8,066

8.25% 8/15/18

6,220

7,425

UnumProvident Corp.:

6.75% 12/15/28

4,814

4,647

7.19% 2/1/28

1,145

1,063

USI Holdings Corp. 9.75% 5/15/15 (h)

1,550

1,554

 

22,755

Metals/Mining - 0.8%

Arch Coal, Inc. 7.25% 10/1/20

1,365

1,488

FMG Finance Property Ltd. 10.625% 9/1/16 (h)

5,055

7,456

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Metals/Mining - continued

FMG Resources (August 2006) Pty Ltd. 7% 11/1/15 (h)

$ 6,980

$ 7,155

Freeport-McMoRan Copper & Gold, Inc.
8.375% 4/1/17

7,350

8,314

 

24,413

Paper - 0.4%

ABI Escrow Corp. 10.25% 10/15/18 (h)

7,680

8,218

Clearwater Paper Corp. 7.125% 11/1/18 (h)

935

977

Verso Paper Holdings LLC/Verso Paper, Inc. 4.2156% 8/1/14 (i)

1,810

1,638

 

10,833

Publishing/Printing - 0.9%

Cadmus Communications Corp. 8.375% 6/15/14

3,260

2,853

Cenveo Corp. 7.875% 12/1/13

11,570

11,310

The Reader's Digest Association, Inc. 9.5%
2/15/17 (h)(i)

12,370

12,370

 

26,533

Restaurants - 0.6%

Blue Acquisition Sub, Inc. 9.875% 10/15/18 (h)

6,160

6,637

DineEquity, Inc. 9.5% 10/30/18 (h)

3,960

4,212

Landry's Restaurants, Inc. 11.625% 12/1/15

1,415

1,514

Roadhouse Financing, Inc. 10.75% 10/15/17 (h)

4,045

4,369

 

16,732

Services - 1.3%

Aircastle Ltd. 9.75% 8/1/18

1,500

1,635

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 7.625% 5/15/14

9,945

10,218

Brickman Group Holdings, Inc. 9.125% 11/1/18 (h)

1,545

1,591

McJunkin Red Man Corp. 9.5% 12/15/16 (h)

8,155

7,462

ServiceMaster Co. 10.75% 7/15/15 pay-in-kind (h)(i)

10,000

10,700

United Rentals North America, Inc. 8.375% 9/15/20

5,335

5,428

 

37,034

Shipping - 1.0%

Air Medical Group Holdings, Inc. 9.25% 11/1/18 (h)

2,515

2,622

CEVA Group PLC 11.5% 4/1/18 (h)

9,915

10,634

Navios Maritime Holdings, Inc.:

8.875% 11/1/17 (h)

2,680

2,854

9.5% 12/15/14

2,065

2,142

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Shipping - continued

syncreon Global Ltd./syncreon Global Finance, Inc. 9.5% 5/1/18 (h)

$ 8,555

$ 8,769

Western Express, Inc. 12.5% 4/15/15 (h)

2,790

2,675

 

29,696

Specialty Retailing - 1.0%

General Nutrition Centers, Inc. 5.75% 3/15/14 pay-in-kind (i)

14,050

13,927

Sears Holdings Corp. 6.625% 10/15/18 (h)

8,345

8,293

Toys 'R' Us Property Co. I LLC 10.75% 7/15/17

5,000

5,688

 

27,908

Super Retail - 0.9%

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

1,000

980

Intcomex, Inc. 13.25% 12/15/14 (h)

4,655

4,888

Michaels Stores, Inc. 7.75% 11/1/18 (h)

3,190

3,162

NBC Acquisition Corp. 11% 3/15/13

11,890

9,096

Sonic Automotive, Inc. 9% 3/15/18

1,795

1,867

Toys 'R' Us Property Co. II LLC 8.5% 12/1/17 (h)

6,365

6,842

 

26,835

Technology - 4.5%

Avaya, Inc.:

9.75% 11/1/15

3,675

3,703

10.125% 11/1/15 pay-in-kind (i)

15,889

16,009

Ceridian Corp. 12.25% 11/15/15 pay-in-kind (i)

7,740

7,508

Freescale Semiconductor, Inc.:

9.25% 4/15/18 (h)

7,355

7,870

10.125% 12/15/16

8,920

8,697

10.125% 3/15/18 (h)

23,720

26,151

Lucent Technologies, Inc.:

6.45% 3/15/29

9,115

7,611

6.5% 1/15/28

1,980

1,648

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co. 10.5% 4/15/18 (h)

2,135

2,284

NXP BV/NXP Funding LLC:

7.875% 10/15/14

2,971

3,075

9.75% 8/1/18 (h)

2,755

3,003

10% 7/15/13 (h)

9,174

10,091

Spansion LLC 11.25% 1/15/16 (d)(h)

15,415

16,790

SS&C Technologies, Inc. 11.75% 12/1/13

5,274

5,472

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Technology - continued

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

$ 8,290

$ 8,466

Viasystems, Inc. 12% 1/15/15 (h)

4,125

4,615

 

132,993

Telecommunications - 9.5%

Citizens Communications Co. 7.875% 1/15/27

6,970

7,179

Clearwire Communications LLC/Clearwire Finance, Inc. 12% 12/1/15 (h)

15,685

17,410

Clearwire Escrow Corp. 12% 12/1/15 (h)

11,115

12,338

Digicel Group Ltd.:

8.875% 1/15/15 (h)

25,570

25,954

10.5% 4/15/18 (h)

2,215

2,431

Intelsat Bermuda Ltd.:

11.25% 2/4/17

18,505

19,800

12% 2/4/17 pay-in-kind (i)

21,184

22,627

Intelsat Jackson Holdings Ltd. 11.5% 6/15/16

29,580

32,020

Muzak LLC 15% 7/31/14 pay-in-kind

4,080

2,989

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

21,405

21,485

Sprint Capital Corp.:

6.875% 11/15/28

33,655

31,720

6.9% 5/1/19

27,155

27,766

Sprint Nextel Corp. 6% 12/1/16

44,055

44,055

Wind Acquisition Finance SA 11.75% 7/15/17 (h)

10,000

11,350

 

279,124

Textiles & Apparel - 0.1%

Levi Strauss & Co. 7.625% 5/15/20

2,020

2,121

TOTAL NONCONVERTIBLE BONDS

1,720,541

TOTAL CORPORATE BONDS

(Cost $1,594,084)

1,756,418

Common Stocks - 13.4%

Shares

 

Air Transportation - 0.5%

Delta Air Lines, Inc. (a)

1,090,152

15,142

Automotive - 1.9%

Accuride Corp. (a)

2,809,927

3,484

Dana Holding Corp. (a)

1,000,000

14,150

Exide Technologies (a)

2,500,000

14,725

Common Stocks - continued

Shares

Value (000s)

Automotive - continued

Penske Automotive Group, Inc. (a)

150,000

$ 2,018

TRW Automotive Holdings Corp. (a)

474,800

21,694

 

56,071

Banks and Thrifts - 1.3%

Bank of America Corp.

1,164,334

13,320

Huntington Bancshares, Inc.

2,147,544

12,177

KeyCorp

1,506,990

12,342

Washington Mutual, Inc. (a)

505,500

84

 

37,923

Broadcasting - 0.0%

Gray Television, Inc. (a)(f)

494,070

963

Building Materials - 0.0%

Nortek, Inc. (a)

895

37

Chemicals - 1.8%

Georgia Gulf Corp. (a)(g)

1,945,619

39,360

LyondellBasell Industries NV:

Class A (a)

317,664

8,532

Class B (a)

199,415

5,362

Tronox Worldwide LLC/Tronox Worldwide Finance Corp. rights 11/10/10 (a)

132,463

0

 

53,254

Consumer Products - 0.5%

Sealy Corp., Inc. (a)(f)(g)

6,000,000

15,780

Containers - 0.1%

Anchor Glass Container Corp. (a)

172,857

3,327

Electric Utilities - 0.9%

AES Corp. (a)

2,302,509

27,492

Energy - 0.0%

OPTI Canada, Inc. (a)

1,500,000

1,030

Gaming - 0.0%

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

3

0

Healthcare - 0.9%

Kinetic Concepts, Inc. (a)

100,000

3,803

Service Corp. International

500,000

4,140

Tenet Healthcare Corp. (a)

4,057,534

17,691

 

25,634

Leisure - 0.5%

Cedar Fair LP (depository unit)

1,000,000

13,970

Metals/Mining - 0.4%

Cloud Peak Energy, Inc. (f)

622,900

10,820

Common Stocks - continued

Shares

Value (000s)

Publishing/Printing - 0.6%

Cenveo, Inc. (a)

1,235,258

$ 6,794

HMH Holdings, Inc. (a)(j)

721,561

4,149

HMH Holdings, Inc. warrants 3/9/17 (a)

182,417

91

RDA Holding Co. (a)

301,596

6,258

RDA Holding Co. warrants 2/19/14 (a)(j)

44,417

0

 

17,292

Services - 0.4%

Rural/Metro Corp. (a)

1,183,122

10,199

Shipping - 0.4%

Teekay Corp.

400,000

12,720

Specialty Retailing - 0.0%

Eddie Bauer Holdings, Inc. Series A warrants 4/1/14 (a)

335,799

0

Super Retail - 0.3%

Macy's, Inc.

400,000

9,456

Technology - 2.5%

Acxiom Corp. (a)

593,446

10,415

Amkor Technology, Inc. (a)(f)

1,148,900

8,284

Cisco Systems, Inc. (a)

500,000

11,415

Flextronics International Ltd. (a)

3,376,500

24,176

Hewlett-Packard Co.

250,000

10,515

Spansion, Inc. Class A (a)

410,348

7,177

Viasystems Group, Inc. (a)

85,887

1,353

 

73,335

Telecommunications - 0.4%

ICO Global Communications Holdings Ltd. Class A (a)

52,772

77

Level 3 Communications, Inc. (a)(f)

3,000,000

2,903

One Communications (a)

925,628

694

PAETEC Holding Corp. (a)

1,794,129

7,571

 

11,245

Textiles & Apparel - 0.0%

Arena Brands Holding Corp. Class B (a)(j)

42,253

332

Pillowtex Corp.

490,256

0

 

332

TOTAL COMMON STOCKS

(Cost $469,161)

396,022

Preferred Stocks - 6.2%

Shares

Value (000s)

Convertible Preferred Stocks - 4.7%

Banks and Thrifts - 1.7%

Bank of America Corp. Series L, 7.25%

11,455

$ 10,848

Wells Fargo & Co. 7.50%

39,909

39,749

 

50,597

Diversified Financial Services - 0.4%

Citigroup, Inc. 7.50%

93,300

11,526

Electric Utilities - 0.1%

PPL Corp. 9.50%

62,500

3,515

Energy - 1.9%

Apache Corp. 6.00%

57,500

3,347

El Paso Corp. 4.99% (h)

44,500

52,381

 

55,728

Healthcare - 0.2%

Tenet Healthcare Corp. 7.00%

5,000

4,007

Metals/Mining - 0.4%

AngloGold Ashanti Holdings Finance PLC 6.00% (a)

233,400

12,604

TOTAL CONVERTIBLE PREFERRED STOCKS

137,977

Nonconvertible Preferred Stocks - 1.5%

Consumer Products - 0.9%

Revlon, Inc. Series A 12.75%

4,464,520

25,537

Diversified Financial Services - 0.6%

GMAC, Inc. 7.00% (h)

20,860

18,409

Diversified Media - 0.0%

Muzak Holdings LLC 10.00% pay-in-kind (a)

249,591

202

TOTAL NONCONVERTIBLE PREFERRED STOCKS

44,148

TOTAL PREFERRED STOCKS

(Cost $220,524)

182,125

Floating Rate Loans - 16.2%

 

Principal Amount (000s)

 

Aerospace - 0.5%

McKechnie Aerospace Holdings Ltd. Tranche 2LN, term loan 5.26% 5/11/15 pay-in-kind (i)

$ 130

130

Sequa Corp. term loan 3.5406% 12/3/14 (i)

14,580

13,833

 

13,963

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Air Transportation - 2.5%

Delta Air Lines, Inc.:

Tranche 1LN, Revolving Credit-Linked Deposit 2.2842% 4/30/12 (i)

$ 42,290

$ 41,761

Tranche 2LN, term loan 3.5391% 4/30/14 (i)

23,373

22,672

US Airways Group, Inc. term loan 2.7884% 3/23/14 (i)

9,863

8,877

 

73,310

Broadcasting - 2.4%

Univision Communications, Inc. term loan 4.5063% 3/31/17 (i)

73,291

69,615

Cable TV - 0.8%

CCO Holdings, LLC Tranche 3LN, term loan 2.7553% 9/6/14 (i)

23,745

22,439

Capital Goods - 0.4%

Dresser, Inc. Tranche 2LN, term loan 6.1119% 5/4/15 pay-in-kind (i)

12,145

12,084

Chemicals - 0.3%

Millennium America/Millennium Inorganic Chemicals Ltd. Tranche 2LN, term loan 6.0394% 11/18/14 (i)

3,630

3,449

Tronox, Inc. Tranche B, term loan 7% 12/31/10 (i)

5,770

5,792

 

9,241

Diversified Financial Services - 0.0%

Fifth Third Processing Solutions Tranche 2LN, term loan 8.25% 10/29/17 (i)

175

173

Electric Utilities - 1.9%

Ashmore Energy International term loan 3.2894% 3/30/14 (i)

9,306

8,992

Tempus Public Foundation Generation Holdings LLC Tranche 2LN, term loan 4.5394% 12/15/14 (i)

1,005

920

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.:

Tranche B1, term loan 3.7563% 10/10/14 (i)

6,660

5,178

Tranche B2, term loan 3.9226% 10/10/14 (i)

16,199

12,615

Tranche B3, term loan 3.7563% 10/10/14 (i)

36,686

28,570

 

56,275

Energy - 0.0%

Venoco, Inc. Tranche 2LN, term loan 4.3125% 5/7/14 (i)

703

664

Food and Drug Retail - 0.6%

BI-LO LLC term loan 9.5% 5/12/15 (i)

15,693

15,928

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Gaming - 0.7%

Harrah's Entertainment, Inc.:

Tranche B3, term loan 3.2884% 1/28/15 (i)

$ 16,885

$ 14,859

Tranche B4, term loan 9.5% 10/31/16 (i)

4,963

5,161

 

20,020

Homebuilding/Real Estate - 1.0%

Realogy Corp.:

Credit-Linked Deposit 3.2563% 10/10/13 (i)

1,807

1,653

Tranche B, term loan 3.2569% 10/10/13 (i)

13,254

12,127

Tranche DD, term loan 3.263% 10/10/13 (i)

18,147

16,514

 

30,294

Paper - 0.0%

White Birch Paper Co. Tranche 2LN, term loan 7.05% 11/8/14 (d)(i)

8,620

0

Publishing/Printing - 0.2%

Education Media and Publishing Group Ltd. Tranche 1LN, term loan 5.7563% 6/12/14 (i)

6,950

6,498

Restaurants - 1.4%

Burger King Corp. Tranche B, term loan 6.25% 10/19/16 (i)

3,365

3,390

OSI Restaurant Partners, Inc.:

Credit-Linked Deposit 2.5443% 6/14/13 (i)

3,351

3,154

term loan 2.625% 6/14/14 (i)

36,288

34,156

 

40,700

Shipping - 0.1%

CEVA Group PLC:

term loan 3.2553% 11/4/13 (i)

3,566

3,272

Credit-Linked Deposit 3.2894% 11/4/13 (i)

434

398

 

3,670

Specialty Retailing - 0.6%

Eddie Bauer Holdings, Inc. term loan 8.25% 4/1/14 (d)(i)

678

81

Michaels Stores, Inc. Tranche B1, term loan 2.6343% 10/31/13 (i)

19,232

18,583

 

18,664

Technology - 1.7%

First Data Corp. Tranche B1, term loan 3.0062% 9/24/14 (i)

8,435

7,592

Freescale Semiconductor, Inc. term loan 4.5063% 12/1/16 (i)

29,191

27,586

Kronos, Inc. Tranche 2LN, term loan 6.04% 6/11/15 (i)

5,000

4,750

Spansion, Inc. term loan 7.5% 2/9/15 (i)

10,721

10,855

 

50,783

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Telecommunications - 1.1%

Asurion Corp.:

Tranche 2LN, term loan 6.7563% 7/3/15 (i)

$ 17,255

$ 16,090

Tranche B 2LN, term loan 6.75% 3/31/15 (i)

12,580

12,360

Vodafone Americas Finance 2, Inc. term loan 6.875% 8/11/15

3,050

3,033

 

31,483

TOTAL FLOATING RATE LOANS

(Cost $468,944)

475,804

Money Market Funds - 5.9%

Shares

 

Fidelity Cash Central Fund, 0.23% (b)

171,068,739

171,069

Fidelity Securities Lending Cash Central Fund, 0.24% (b)(c)

3,172,025

3,172

TOTAL MONEY MARKET FUNDS

(Cost $174,241)

174,241

TOTAL INVESTMENT PORTFOLIO - 101.4%

(Cost $2,926,954)

2,984,610

NET OTHER ASSETS (LIABILITIES) - (1.4)%

(42,563)

NET ASSETS - 100%

$ 2,942,047

Legend

(a) Non-income producing

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

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

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

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

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

(g) Affiliated company

(h) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $750,390,000 or 25.5% of net assets.

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

(j) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $4,481,000 or 0.2% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Arena Brands Holding Corp. Class B

6/18/97 - 7/13/98

$ 1,538

HMH Holdings, Inc.

8/1/08 - 3/9/10

$ 11,711

RDA Holding Co. warrants 2/19/14

2/27/07 - 7/13/09

$ 11,113

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

$ 200

Fidelity Securities Lending Cash Central Fund

14

Total

$ 214

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

Georgia Gulf Corp.

$ 27,959

$ -

$ -

$ -

$ 39,360

Sealy Corp., Inc.

-

20,773

-

-

15,780

Total

$ 27,959

$ 20,773

$ -

$ -

$ 55,140

Other Information

The following is a summary of the inputs used, as of October 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 107,928

$ 96,896

$ 10,407

$ 625

Consumer Staples

25,537

-

-

25,537

Energy

80,298

27,917

52,381

-

Financials

118,455

88,520

29,935

-

Health Care

35,700

31,693

4,007

-

Industrials

25,457

25,457

-

-

Information Technology

73,335

73,335

-

-

Materials

69,185

53,254

12,604

3,327

Telecommunication Services

11,245

10,551

-

694

Utilities

31,007

27,492

3,515

-

Corporate Bonds

1,756,418

-

1,739,540

16,878

Floating Rate Loans

475,804

-

475,723

81

Money Market Funds

174,241

174,241

-

-

Total Investments in Securities:

$ 2,984,610

$ 609,356

$ 2,328,112

$ 47,142

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

(Amounts in thousands)

 

Investments in Securities:

Equities - Consumer Discretionary

Beginning Balance

$ 277

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

6

Cost of Purchases

342

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 625

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ 6

(Amounts in thousands)

 

Investments in Securities:

Equities - Consumer Staples

Beginning Balance

$ 26,073

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(536)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 25,537

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ (536)

Equities - Information Technology

Beginning Balance

$ 3,080

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

(3,080)

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ -

Equities - Materials

Beginning Balance

$ 5,531

Total Realized Gain (Loss)

(4)

Total Unrealized Gain (Loss)

(2,200)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 3,327

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ (2,204)

(Amounts in thousands)

 

Investments in Securities:

Equities - Telecommunication Services

Beginning Balance

$ 1,157

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(463)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 694

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ (463)

Corporate Bonds

Beginning Balance

$ 5,434

Total Realized Gain (Loss)

(1,662)

Total Unrealized Gain (Loss)

8,891

Cost of Purchases

-

Proceeds of Sales

(9,562)

Amortization/Accretion

673

Transfers in to Level 3

13,104

Transfers out of Level 3

-

Ending Balance

$ 16,878

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ 8,891

Floating Rate Loans

Beginning Balance

$ 113

Total Realized Gain (Loss)

333

Total Unrealized Gain (Loss)

(607)

Cost of Purchases

-

Proceeds of Sales

(2,026)

Amortization/Accretion

10

Transfers in to Level 3

2,258

Transfers out of Level 3

-

Ending Balance

$ 81

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ (744)

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

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

United States of America

87.3%

Bermuda

3.7%

Netherlands

2.2%

Canada

1.9%

Luxembourg

1.1%

Others (Individually Less Than 1%)

3.8%

 

100.0%

Income Tax Information

At October 31, 2010, the Fund had a capital loss carryforward of approximately $643,389,000 of which $132,110,000 and $511,279,000 will expire on October 31, 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $3,061) - See accompanying schedule:

Unaffiliated issuers (cost $2,697,943)

$ 2,755,229

 

Fidelity Central Funds (cost $174,241)

174,241

 

Other affiliated issuers (cost $54,770)

55,140

 

Total Investments (cost $2,926,954)

 

$ 2,984,610

Cash

311

Receivable for investments sold

1,483

Receivable for fund shares sold

1,793

Dividends receivable

613

Interest receivable

41,084

Distributions receivable from Fidelity Central Funds

36

Other receivables

54

Total assets

3,029,984

 

 

 

Liabilities

Payable for investments purchased

$ 71,351

Payable for fund shares redeemed

8,698

Distributions payable

2,180

Accrued management fee

1,368

Distribution and service plan fees payable

474

Other affiliated payables

454

Other payables and accrued expenses

240

Collateral on securities loaned, at value

3,172

Total liabilities

87,937

 

 

 

Net Assets

$ 2,942,047

Net Assets consist of:

 

Paid in capital

$ 3,447,168

Undistributed net investment income

79,340

Accumulated undistributed net realized gain (loss) on investments

(642,004)

Net unrealized appreciation (depreciation) on investments

57,543

Net Assets

$ 2,942,047

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2010

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($722,096 ÷ 73,137 shares)

$ 9.87

 

 

 

Maximum offering price per share (100/96.00 of $9.87)

$ 10.28

Class T:
Net Asset Value
and redemption price per share ($645,348 ÷ 65,086 shares)

$ 9.92

 

 

 

Maximum offering price per share (100/96.00 of $9.92)

$ 10.33

Class B:
Net Asset Value
and offering price per share
($52,115 ÷ 5,308 shares)A

$ 9.82

 

 

 

Class C:
Net Asset Value
and offering price per share
($186,055 ÷ 18,871 shares)A

$ 9.86

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,336,433 ÷ 142,191 shares)

$ 9.40

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

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended October 31, 2010

 

 

 

Investment Income

 

 

Dividends

 

$ 16,183

Interest

 

218,421

Income from Fidelity Central Funds

 

214

Total income

 

234,818

 

 

 

Expenses

Management fee

$ 16,513

Transfer agent fees

4,823

Distribution and service plan fees

5,767

Accounting and security lending fees

935

Custodian fees and expenses

45

Independent trustees' compensation

17

Registration fees

123

Audit

76

Legal

103

Interest

1

Miscellaneous

45

Total expenses before reductions

28,448

Expense reductions

(26)

28,422

Net investment income

206,396

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

145,919

Change in net unrealized appreciation (depreciation) on investment securities

222,342

Net gain (loss)

368,261

Net increase (decrease) in net assets resulting from operations

$ 574,657

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2010

Year ended
October 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 206,396

$ 209,377

Net realized gain (loss)

145,919

(534,808)

Change in net unrealized appreciation (depreciation)

222,342

1,213,835

Net increase (decrease) in net assets resulting
from operations

574,657

888,404

Distributions to shareholders from net investment income

(180,062)

(172,447)

Distributions to shareholders from net realized gain

(6,733)

-

Total distributions

(186,795)

(172,447)

Share transactions - net increase (decrease)

(322,762)

(283,715)

Redemption fees

1,721

1,894

Total increase (decrease) in net assets

66,821

434,136

 

 

 

Net Assets

Beginning of period

2,875,226

2,441,090

End of period (including undistributed net investment income of $79,340 and undistributed net investment income of $59,842, respectively)

$ 2,942,047

$ 2,875,226

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.60

$ 6.44

$ 10.70

$ 10.10

$ 9.60

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .650

  .587

  .712

  .677

  .673

Net realized and unrealized gain (loss)

  1.185

  2.033

  (4.326)

  .629

  .500

Total from investment operations

  1.835

  2.620

  (3.614)

  1.306

  1.173

Distributions from net investment income

  (.550)

  (.465)

  (.650)

  (.708)

  (.644)

Distributions from net realized gain

  (.020)

  -

  -

  -

  (.030)

Total distributions

  (.570)

  (.465)

  (.650)

  (.708)

  (.674)

Redemption fees added to paid in capital C

  .005

  .005

  .004

  .002

  .001

Net asset value, end of period

$ 9.87

$ 8.60

$ 6.44

$ 10.70

$ 10.10

Total Return A, B

  22.06%

  43.51%

  (35.41)%

  13.22%

  12.62%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.03%

  1.07%

  1.07%

  1.02%

  .98%

Expenses net of fee waivers,
if any

  1.03%

  1.07%

  1.07%

  1.02%

  .98%

Expenses net of all reductions

  1.03%

  1.07%

  1.07%

  1.02%

  .98%

Net investment income

  7.03%

  8.68%

  7.64%

  6.36%

  6.83%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 722

$ 703

$ 519

$ 823

$ 583

Portfolio turnover rate E

  53%

  49%

  45%

  35%

  51%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.64

$ 6.47

$ 10.74

$ 10.14

$ 9.63

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .653

  .586

  .722

  .680

  .670

Net realized and unrealized gain (loss)

  1.193

  2.046

  (4.344)

  .626

  .507

Total from investment operations

  1.846

  2.632

  (3.622)

  1.306

  1.177

Distributions from net investment income

  (.551)

  (.467)

  (.652)

  (.708)

  (.638)

Distributions from net realized gain

  (.020)

  -

  -

  -

  (.030)

Total distributions

  (.571)

  (.467)

  (.652)

  (.708)

  (.668)

Redemption fees added to paid in capital C

  .005

  .005

  .004

  .002

  .001

Net asset value, end of period

$ 9.92

$ 8.64

$ 6.47

$ 10.74

$ 10.14

Total Return A, B

  22.09%

  43.50%

  (35.36)%

  13.16%

  12.62%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.02%

  1.05%

  1.04%

  1.02%

  1.04%

Expenses net of fee waivers,
if any

  1.02%

  1.05%

  1.04%

  1.02%

  1.04%

Expenses net of all reductions

  1.02%

  1.05%

  1.04%

  1.02%

  1.04%

Net investment income

  7.04%

  8.70%

  7.67%

  6.36%

  6.77%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 645

$ 678

$ 542

$ 1,138

$ 1,083

Portfolio turnover rate E

  53%

  49%

  45%

  35%

  51%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.56

$ 6.41

$ 10.65

$ 10.06

$ 9.56

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .581

  .532

  .652

  .599

  .597

Net realized and unrealized gain (loss)

  1.180

  2.033

  (4.309)

  .621

  .501

Total from investment operations

  1.761

  2.565

  (3.657)

  1.220

  1.098

Distributions from net investment income

  (.486)

  (.420)

  (.587)

  (.632)

  (.569)

Distributions from net realized gain

  (.020)

  -

  -

  -

  (.030)

Total distributions

  (.506)

  (.420)

  (.587)

  (.632)

  (.599)

Redemption fees added to paid in capital C

  .005

  .005

  .004

  .002

  .001

Net asset value, end of period

$ 9.82

$ 8.56

$ 6.41

$ 10.65

$ 10.06

Total Return A, B

  21.20%

  42.62%

  (35.83)%

  12.36%

  11.82%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.74%

  1.76%

  1.77%

  1.74%

  1.74%

Expenses net of fee waivers,
if any

  1.74%

  1.75%

  1.75%

  1.74%

  1.74%

Expenses net of all reductions

  1.74%

  1.75%

  1.75%

  1.74%

  1.74%

Net investment income

  6.32%

  8.00%

  6.96%

  5.64%

  6.06%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 52

$ 65

$ 59

$ 141

$ 202

Portfolio turnover rate E

  53%

  49%

  45%

  35%

  51%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.59

$ 6.44

$ 10.69

$ 10.09

$ 9.59

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .581

  .536

  .645

  .595

  .592

Net realized and unrealized gain (loss)

  1.186

  2.025

  (4.318)

  .629

  .500

Total from investment operations

  1.767

  2.561

  (3.673)

  1.224

  1.092

Distributions from net investment income

  (.482)

  (.416)

  (.581)

  (.626)

  (.563)

Distributions from net realized gain

  (.020)

  -

  -

  -

  (.030)

Total distributions

  (.502)

  (.416)

  (.581)

  (.626)

  (.593)

Redemption fees added to paid in capital C

  .005

  .005

  .004

  .002

  .001

Net asset value, end of period

$ 9.86

$ 8.59

$ 6.44

$ 10.69

$ 10.09

Total Return A, B

  21.20%

  42.32%

  (35.83)%

  12.37%

  11.72%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.77%

  1.81%

  1.81%

  1.79%

  1.80%

Expenses net of fee waivers,
if any

  1.77%

  1.81%

  1.81%

  1.79%

  1.80%

Expenses net of all reductions

  1.77%

  1.81%

  1.81%

  1.79%

  1.80%

Net investment income

  6.29%

  7.94%

  6.90%

  5.59%

  6.01%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 186

$ 185

$ 131

$ 237

$ 198

Portfolio turnover rate E

  53%

  49%

  45%

  35%

  51%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.22

$ 6.18

$ 10.29

$ 9.74

$ 9.28

Income from Investment Operations

 

 

 

 

 

Net investment income B

  .642

  .570

  .701

  .673

  .665

Net realized and unrealized gain (loss)

  1.128

  1.949

  (4.140)

  .607

  .485

Total from investment operations

  1.770

  2.519

  (3.439)

  1.280

  1.150

Distributions from net investment income

  (.575)

  (.484)

  (.675)

  (.732)

  (.661)

Distributions from net realized gain

  (.020)

  -

  -

  -

  (.030)

Total distributions

  (.595)

  (.484)

  (.675)

  (.732)

  (.691)

Redemption fees added to paid in capital B

  .005

  .005

  .004

  .002

  .001

Net asset value, end of period

$ 9.40

$ 8.22

$ 6.18

$ 10.29

$ 9.74

Total Return A

  22.33%

  43.81%

  (35.17)%

  13.46%

  12.83%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .78%

  .81%

  .80%

  .80%

  .81%

Expenses net of fee waivers,
if any

  .78%

  .81%

  .80%

  .80%

  .81%

Expenses net of all reductions

  .78%

  .81%

  .80%

  .80%

  .81%

Net investment income

  7.28%

  8.94%

  7.91%

  6.58%

  6.99%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 1,336

$ 1,245

$ 1,190

$ 1,202

$ 610

Portfolio turnover rate D

  53%

  49%

  45%

  35%

  51%

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2010

(Amounts in thousands except ratios)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds and floating rate loans, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. 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 fair value and are categorized as Level 2 in the hierarchy. The Fund invests a significant

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

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

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

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, defaulted bonds, market discount, deferred trustees compensation, capital loss carryforwards, expiring capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 328,548

Gross unrealized depreciation

(234,567)

Net unrealized appreciation (depreciation)

$ 93,981

 

 

Tax Cost

$ 2,890,629

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

Undistributed ordinary income

$ 44,453

Capital loss carryforward

$ (643,389)

Net unrealized appreciation (depreciation)

$ 93,868

The tax character of distributions paid was as follows:

 

October 31, 2010

October 31, 2009

Ordinary Income

$ 186,795

$ 172,447

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

4. Operating Policies.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies - continued

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,465,726 and $1,811,260, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .57% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 1,759

$ 4

Class T

-%

.25%

1,629

-

Class B

.65%

.25%

534

386

Class C

.75%

.25%

1,845

182

 

 

 

$ 5,767

$ 572

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, .75% for certain purchases of Class A shares (1.00 to .50% prior to July 12, 2010) 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

$ 100

Class T

12

Class B*

138

Class C*

16

 

$ 266

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

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

 

Amount

% of
Average
Net Assets

Class A

$ 1,194

.17

Class T

1,042

.16

Class B

133

.23

Class C

293

.16

Institutional Class

2,161

.16

 

$ 4,823

 

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9 for the period.

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

$ 13,599

.45%

$ 1

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $12 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Annual Report

8. Security Lending - continued

to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $14. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $23 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2010

2009

From net investment income

 

 

Class A

$ 42,194

$ 37,753

Class T

39,180

38,254

Class B

3,195

3,493

Class C

9,712

8,668

Institutional Class

85,781

84,279

Total

$ 180,062

$ 172,447

From net realized gain

 

 

Class A

$ 1,611

$ -

Class T

1,555

-

Class B

148

-

Class C

423

-

Institutional Class

2,996

-

Total

$ 6,733

$ -

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

27,181

25,660

$ 255,873

$ 167,190

Reinvestment of distributions

3,772

4,622

34,764

29,855

Shares redeemed

(39,539)

(29,164)

(364,969)

(193,280)

Net increase (decrease)

(8,586)

1,118

$ (74,332)

$ 3,765

Class T

 

 

 

 

Shares sold

10,014

32,583

$ 92,905

$ 196,369

Reinvestment of distributions

3,733

4,930

34,520

31,782

Shares redeemed

(27,138)

(42,870)

(250,148)

(264,008)

Net increase (decrease)

(13,391)

(5,357)

$ (122,723)

$ (35,857)

Class B

 

 

 

 

Shares sold

511

1,364

$ 4,680

$ 8,847

Reinvestment of distributions

251

350

2,296

2,210

Shares redeemed

(3,020)

(3,336)

(27,812)

(20,955)

Net increase (decrease)

(2,258)

(1,622)

$ (20,836)

$ (9,898)

Class C

 

 

 

 

Shares sold

3,113

6,688

$ 28,694

$ 43,622

Reinvestment of distributions

754

842

6,929

5,422

Shares redeemed

(6,495)

(6,369)

(59,691)

(41,104)

Net increase (decrease)

(2,628)

1,161

$ (24,068)

$ 7,940

Institutional Class

 

 

 

 

Shares sold

43,361

55,510

$ 382,987

$ 327,598

Reinvestment of distributions

8,486

10,109

74,645

62,349

Shares redeemed

(61,221)

(106,676)

(538,435)

(639,612)

Net increase (decrease)

(9,374)

(41,057)

$ (80,803)

$ (249,665)

12. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series I and Shareholders of Fidelity Advisor High Income Advantage Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor High Income Advantage Fund (the Fund), a fund of Fidelity Advisor Series I, including the schedule of investments, as of October 31, 2010, and the related statement of operations for the year then ended, the statement of changes in 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. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the custodians, agent banks and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor High Income Advantage Fund as of October 31, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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.

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

Annual Report

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

Board Structure and Oversight Function. Edward C. Johnson 3d is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; 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 and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

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

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

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (57)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

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

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (46)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

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

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (49)

 

Year of Election or Appointment: 2009

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

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2010

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

John R. Hebble (52)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (42)

 

Year of Election or Appointment: 2010

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

Annual Report

Distributions (Unaudited)

The fund designates $126,454,281 of distributions paid during the period January 1, 2010 to October 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor High Income Advantage Fund

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

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2010 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, 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 the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interest of the fund.

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

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

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through 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 a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor High Income Advantage Fund

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

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative 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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor High Income Advantage Fund

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Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 2009.

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

Total Expenses. 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 T, Class B, and Class C ranked below its competitive median for 2009 and the total expenses of Institutional Class ranked equal to its competitive median for 2009.

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

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

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

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

Annual Report

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

HY-UANN-1210
1.784750.107

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(Fidelity Investment logo)(registered trademark)
Fidelity AdvisorSM
High Income Advantage
Fund - Institutional Class

Annual Report

October 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Equities have staged a rally in the second half of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remain about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

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

Average Annual Total Returns

Periods ended October 31, 2010

Past 1
year

Past 5
years

Past 10
years

  Institutional Class

22.33%

7.86%

8.60%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM High Income Advantage Fund - Institutional Class on October 31, 2000. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill Lynch US High Yield Constrained Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: High-yield bonds posted strong gains during the 12 months ending October 31, 2010, with The BofA Merrill Lynch US High Yield Constrained IndexSM returning 19.08%. By comparison, the S&P 500® Index, a proxy for U.S. equity market performance, returned 16.52% and the Barclays Capital U.S. Aggregate Bond Index, which measures the performance of investment-grade bonds, gained 8.01%. The backdrop remained positive for high yield, with U.S. economic expansion on an upward trajectory, improved credit conditions, exceptionally low interest rates and better-than-expected corporate financial results. Many leveraged companies successfully refinanced their outstanding debt by issuing new bonds at lower prevailing rates that were still high enough to attract yield-hungry investors seeking alternatives to the anemic returns of higher-quality government bonds and money market instruments. The secondary market for high-yield bonds was active, paralleling a steady stream of new high-yield issuance that was generally well-received by market participants encouraged by an increasing number of credit upgrades. Fewer companies entered the distressed-securities market, and there was an uptick in merger-and-acquisition activity - another positive influence on the high-yield market. At times, equity market volatility hurt high-yield bonds, but these setbacks were temporary.

Comments from Harley Lank, who became sole Portfolio Manager of Fidelity AdvisorSM High Income Advantage Fund on August 31, 2010, after serving as Co-Manager since September 2009: For the year, the fund's Class A, Class T, Class B and Class C shares returned 22.06%, 22.09%, 21.20% and 21.20%, respectively (excluding sales charges), outperforming the BofA Merrill Lynch index. Strong security selection within technology, chemicals, energy, food/beverage/tobacco, building materials and telecommunications helped fuel the fund's outperformance. The fund's high-yield bonds outperformed the index, and its out-of-benchmark investments in convertible preferred stocks, convertible bonds, non-convertible preferred stocks and floating-rate bank loans also added to results. Contributors included energy company El Paso, building-products manufacturer Owens Corning, American Italian Pasta, Ally Financial, Freescale Semiconductor and aerospace firm Sequa. Owens Corning and American Italian Pasta were not held at period end. Conversely, the fund was held back by unfavorable security selection within consumer products, broadcasting and publishing/printing. The fund's out-of-benchmark common-stock positions slightly underperformed the index, as did its small stake in deferred-pay corporate bonds. The fund's modest cash position also dampened results within a strong market. Detractors included international power producer AES, hospital operator Tenet Healthcare, Bank of America, mattress manufacturer Sealy and Canadian oil sands company OPTI Canada.

Comments from Harley Lank, who became sole Portfolio Manager of Fidelity AdvisorSM High Income Advantage Fund on August 31, 2010, after serving as Co-Manager since September 2009: For the year, the fund's Institutional Class shares returned 22.33%, outperforming the BofA index. Strong security selection within technology, chemicals, energy, food/beverage/tobacco, building materials and telecommunications helped fuel the fund's outperformance. The fund's high-yield bonds outperformed the index, and its out-of-benchmark investments in convertible preferred stocks, convertible bonds, non-convertible preferred stocks and floating-rate bank loans also added to results. Contributors included energy company El Paso, building-products manufacturer Owens Corning, American Italian Pasta, Ally Financial, Freescale Semiconductor and aerospace firm Sequa. Owens Corning and American Italian Pasta were not held at period end. Conversely, the fund was held back by unfavorable security selection within consumer products, broadcasting and publishing/printing. The fund's out-of-benchmark common-stock positions slightly underperformed the index, as did its small stake in deferred-pay corporate bonds. The fund's modest cash position also dampened results within a strong market. Detractors included international power producer AES, hospital operator Tenet Healthcare, Bank of America, mattress manufacturer Sealy and Canadian oil sands company OPTI Canada.

Annual Report

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2010).

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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2010

Ending
Account Value
October 31, 2010

Expenses Paid
During Period
*
May 1, 2010
to October 31, 2010

Class A

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,044.20

$ 5.31

HypotheticalA

 

$ 1,000.00

$ 1,020.01

$ 5.24

Class T

1.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,045.10

$ 5.21

HypotheticalA

 

$ 1,000.00

$ 1,020.11

$ 5.14

Class B

1.73%

 

 

 

Actual

 

$ 1,000.00

$ 1,041.90

$ 8.90

HypotheticalA

 

$ 1,000.00

$ 1,016.48

$ 8.79

Class C

1.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,041.50

$ 9.06

HypotheticalA

 

$ 1,000.00

$ 1,016.33

$ 8.94

Institutional Class

.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,046.80

$ 3.97

HypotheticalA

 

$ 1,000.00

$ 1,021.32

$ 3.92

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of October 31, 2010

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Delta Air Lines, Inc.

3.3

2.9

International Lease Finance Corp.

2.8

1.0

CIT Group, Inc.

2.5

1.6

Univision Communications, Inc.

2.5

2.4

Freescale Semiconductor, Inc.

2.4

2.9

 

13.5

Top Five Market Sectors as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Telecommunications

11.0

11.9

Technology

8.7

8.7

Energy

7.8

7.3

Banks and Thrifts

6.7

6.8

Electric Utilities

6.5

5.3

Quality Diversification (% of fund's net assets)

As of October 31, 2010

As of April 30, 2010

fid64

AAA,AA,A 0.5%

 

fid64

AAA,AA,A 0.5%

 

fid239

BBB 0.7%

 

fid241

BBB 0.0%

 

fid70

BB 12.2%

 

fid70

BB 13.6%

 

fid245

B 33.8%

 

fid245

B 28.4%

 

fid73

CCC,CC,C 23.1%

 

fid73

CCC,CC,C 26.3%

 

fid241

D 0.0%

 

fid251

D 1.7%

 

fid76

Not Rated 5.6%

 

fid76

Not Rated 4.5%

 

fid79

Equities 19.6%

 

fid79

Equities 18.2%

 

fid85

Short-Term
Investments and
Net Other Assets 4.5%

 

fid85

Short-Term
Investments and
Net Other Assets 6.8%

 

fid71

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

Asset Allocation (% of fund's net assets)

As of October 31, 2010*

As of April 30, 2010**

fid64

Nonconvertible
Bonds 58.5%

 

fid64

Nonconvertible
Bonds 57.1%

 

fid70

Convertible Bonds, Preferred Stocks 7.4%

 

fid70

Convertible Bonds, Preferred Stocks 6.2%

 

fid73

Common Stocks 13.4%

 

fid73

Common Stocks 13.0%

 

fid79

Floating Rate Loans 16.2%

 

fid79

Floating Rate Loans 16.9%

 

fid85

Short-Term
Investments and
Net Other Assets 4.5%

 

fid85

Short-Term
Investments and
Net Other Assets 6.8%

 

* Foreign investments

12.7%

 

** Foreign investments

10.3%

 

fid72

Annual Report

Investments October 31, 2010

Showing Percentage of Net Assets

Corporate Bonds - 59.7%

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - 1.2%

Air Transportation - 0.2%

UAL Corp. 4.5% 6/30/21 (h)

$ 5,200

$ 5,593

Automotive - 0.4%

Accuride Corp. 7.5% 2/26/20 pay-in-kind

4,165

12,189

Energy - 0.2%

Headwaters, Inc. 2.5% 2/1/14

7,970

6,207

Metals/Mining - 0.4%

Peabody Energy Corp. 4.75% 12/15/66

10,000

11,888

TOTAL CONVERTIBLE BONDS

35,877

Nonconvertible Bonds - 58.5%

Aerospace - 1.3%

Sequa Corp.:

11.75% 12/1/15 (h)

20,060

21,815

13.5% 12/1/15 pay-in-kind (h)

15,314

16,731

 

38,546

Air Transportation - 2.0%

Air Canada:

9.25% 8/1/15 (h)

3,705

3,881

12% 2/1/16 (h)

4,690

4,878

American Airlines, Inc. pass-thru trust certificates 10.18% 1/2/13

2,935

2,924

CHC Helicopter SA 9.25% 10/15/20 (h)

7,905

8,320

Continental Airlines, Inc.:

pass-thru trust certificates 6.903% 4/19/22

1,454

1,454

3.4206% 6/2/13 (i)

6,954

6,467

7.339% 4/19/14

1,913

1,942

Continental Airlines, Inc. 9.25% 5/10/17

2,760

2,953

Delta Air Lines, Inc.:

8% 12/15/07 (a)(h)

10,571

0

10% 8/15/08 (a)

29,000

0

12.25% 3/15/15 (h)

15,000

17,213

Delta Air Lines, Inc. pass-thru trust certificates 7.779% 1/2/12

308

309

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

1,524

0

Northwest Airlines, Inc.:

7.875% 3/15/08 (a)

7,755

0

9.875% 3/15/07 (a)

6,255

0

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Air Transportation - continued

United Air Lines, Inc. 9.875% 8/1/13 (h)

$ 2,050

$ 2,255

United Air Lines, Inc. pass-thru trust certificates 9.75% 1/15/17

4,759

5,520

 

58,116

Auto Parts Distribution - 0.5%

Exide Technologies 10.5% 3/15/13

15,000

15,300

Automotive - 0.9%

Accuride Corp. 9.5% 8/1/18 (h)

530

576

ArvinMeritor, Inc. 10.625% 3/15/18

1,920

2,170

General Motors Acceptance Corp. 8% 11/1/31

4,105

4,472

Tower Automotive Holdings USA LLC / TA Holdings Finance, Inc. 10.625% 9/1/17 (h)

8,945

9,549

TRW Automotive, Inc.:

7% 3/15/14 (h)

1,750

1,873

7.25% 3/15/17 (h)

7,770

8,275

 

26,915

Banks and Thrifts - 3.7%

CIT Group, Inc.:

7% 5/1/15

23,325

23,325

7% 5/1/16

14,395

14,359

7% 5/1/17

35,585

35,407

GMAC LLC:

8% 12/31/18

25,210

26,029

8% 11/1/31

8,158

8,892

Washington Mutual Bank 5.5% 1/15/13 (d)

10,000

88

 

108,100

Broadcasting - 1.3%

Clear Channel Communications, Inc.:

4.4% 5/15/11

5,325

5,232

5% 3/15/12

10,000

9,613

11% 8/1/16 pay-in-kind (i)

16,174

12,090

Gray Television, Inc. 10.5% 6/29/15

1,855

1,925

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

6,395

6,523

Univision Communications, Inc. 7.875% 11/1/20 (h)

2,785

2,910

 

38,293

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Building Materials - 0.1%

Associated Materials LLC 9.125% 11/1/17 (h)

$ 1,485

$ 1,559

Nortek, Inc. 11% 12/1/13

899

957

 

2,516

Cable TV - 0.9%

CCO Holdings LLC/CCO Holdings Capital Corp.:

7.875% 4/30/18 (h)

2,665

2,825

8.125% 4/30/20 (h)

6,360

6,869

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. 13.5% 11/30/16

12,880

15,424

 

25,118

Chemicals - 1.5%

Ferro Corp. 7.875% 8/15/18

1,060

1,121

Hexion US Finance Corp./Hexion Nova Scotia Finance ULC 9% 11/15/20 (h)

1,125

1,170

Huntsman International LLC:

5.5% 6/30/16

7,410

7,262

8.625% 3/15/21 (h)

7,740

8,456

Momentive Performance Materials, Inc. 9% 1/15/21 (h)

2,280

2,371

NOVA Chemicals Corp.:

8.375% 11/1/16

5,000

5,475

8.625% 11/1/19

5,000

5,550

OMNOVA Solutions, Inc. 7.875% 11/1/18 (h)

840

858

Solutia, Inc. 8.75% 11/1/17

1,205

1,344

TPC Group LLC 8.25% 10/1/17 (h)

1,675

1,763

Tronox Worldwide LLC/Tronox Worldwide Finance Corp. 9.5% 12/1/12 (d)

7,610

9,551

 

44,921

Consumer Products - 0.5%

Reddy Ice Corp. 11.25% 3/15/15

10,235

10,644

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer SA:

7.125% 4/15/19 (h)

2,185

2,256

9% 4/15/19 (h)

2,500

2,588

 

15,488

Containers - 0.7%

Ardagh Packaging Finance PLC:

7.375% 10/15/17 (h)

910

962

9.125% 10/15/20 (h)

3,210

3,403

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Containers - continued

Berry Plastics Corp.:

5.0391% 2/15/15 (i)

$ 7,560

$ 7,258

8.875% 9/15/14

10,000

10,050

 

21,673

Diversified Financial Services - 4.7%

Ineos Finance PLC 9% 5/15/15 (h)

2,470

2,612

International Lease Finance Corp.:

5.25% 1/10/13

5,765

5,815

5.625% 9/20/13

4,155

4,181

5.65% 6/1/14

495

495

5.875% 5/1/13

5,810

5,919

6.375% 3/25/13

3,400

3,502

6.625% 11/15/13

14,650

15,090

6.75% 9/1/16 (h)

4,640

5,058

7.125% 9/1/18 (h)

14,520

15,972

8.625% 9/15/15 (h)

12,670

14,222

8.75% 3/15/17 (h)

10,385

11,813

8.875% 9/1/17

1,855

2,115

Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17 (h)

1,985

2,005

Offshore Group Investment Ltd. 11.5% 8/1/15 (h)

5,525

5,877

Penson Worldwide, Inc. 12.5% 5/15/17 (h)

3,330

3,326

Pinafore LLC/Pinafore, Inc. 9% 10/1/18 (h)

2,115

2,258

Reliance Intermediate Holdings LP 9.5% 12/15/19 (h)

7,000

7,455

SLM Corp.:

5.625% 8/1/33

530

408

8% 3/25/20

7,765

7,765

8.45% 6/15/18

14,135

14,808

Trans Union LLC/Trans Union Financing Corp. 11.375% 6/15/18 (h)

7,155

8,219

 

138,915

Diversified Media - 1.9%

Clear Channel Worldwide Holdings, Inc.:

Series A 9.25% 12/15/17

1,425

1,539

Series B 9.25% 12/15/17

5,700

6,227

Entravision Communication Corp. 8.75% 8/1/17 (h)

3,055

3,238

Lamar Media Corp. 7.875% 4/15/18

2,550

2,735

Liberty Media Corp.:

8.25% 2/1/30

660

661

8.5% 7/15/29

745

746

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Diversified Media - continued

Nielsen Finance LLC/Nielsen Finance Co.:

0% 8/1/16 (e)

$ 25,235

$ 25,740

7.75% 10/15/18 (h)

6,190

6,422

11.5% 5/1/16

5,000

5,725

11.625% 2/1/14

3,185

3,647

 

56,680

Electric Utilities - 3.6%

AES Corp. 9.75% 4/15/16

3,630

4,220

Calpine Corp.:

7.5% 2/15/21 (h)

15,000

15,300

8.5% 7/15/49 (d)(h)

16,320

0

8.75% 7/15/13 (d)(h)

5,865

0

Energy Future Holdings Corp.:

10% 1/15/20 (h)

12,540

13,073

10.875% 11/1/17

1,511

1,111

Energy Future Intermediate Holding Co. LLC / EFIH Finance, Inc. 10% 12/1/20

11,195

11,671

GenOn Escrow Corp.:

9.5% 10/15/18 (h)

4,380

4,254

9.875% 10/15/20 (h)

4,380

4,249

Intergen NV 9% 6/30/17 (h)

32,660

35,273

Mirant Americas Generation LLC 8.5% 10/1/21

10,915

10,697

North American Energy Alliance LLC/North American Energy Alliance Finance Corp. 10.875% 6/1/16 (h)

6,440

7,140

 

106,988

Energy - 5.3%

Anadarko Petroleum Corp.:

6.95% 6/15/19

3,805

4,308

8.7% 3/15/19

7,605

9,415

ATP Oil & Gas Corp. 11.875% 5/1/15 (h)

17,775

16,353

Edgen Murray Corp. 12.25% 1/15/15

13,595

11,080

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

1,970

2,111

Expro Finance Luxembourg SCA 8.5% 12/15/16 (h)

8,380

8,212

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

14,330

14,832

Hercules Offshore, Inc. 10.5% 10/15/17 (h)

5,430

4,208

LINN Energy LLC 8.625% 4/15/20 (h)

8,750

9,450

OPTI Canada, Inc.:

7.875% 12/15/14

27,290

20,468

8.25% 12/15/14

11,005

8,254

Petroleum Development Corp. 12% 2/15/18

7,940

8,893

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Energy - continued

Pride International, Inc. 6.875% 8/15/20

$ 2,590

$ 2,933

Quicksilver Resources, Inc. 11.75% 1/1/16

9,900

11,311

Regency Energy Partners LP/Regency Energy Finance Corp. 6.875% 12/1/18

4,920

5,141

Venoco, Inc. 11.5% 10/1/17

7,100

7,562

Western Refining, Inc. 11.25% 6/15/17 (h)

10,000

10,200

 

154,731

Entertainment/Film - 0.3%

Livent, Inc. yankee 9.375% 10/15/04 (d)

11,100

0

MCE Finance Ltd. 10.25% 5/15/18 (h)

8,625

9,746

Environmental - 0.1%

Casella Waste Systems, Inc. 11% 7/15/14

1,725

1,906

Food and Drug Retail - 1.4%

Nutritional Sourcing Corp. 10.125% 8/1/09 (d)

7,424

0

Rite Aid Corp.:

7.5% 3/1/17

22,348

21,342

9.5% 6/15/17

17,625

14,893

Tops Markets LLC 10.125% 10/15/15 (h)

4,935

5,330

 

41,565

Gaming - 2.3%

Harrah's Operating Co., Inc. 11.25% 6/1/17

8,000

8,810

MGM Mirage, Inc.:

6.625% 7/15/15

26,410

22,977

6.75% 4/1/13

5,715

5,544

6.875% 4/1/16

1,155

999

7.5% 6/1/16

11,920

10,579

7.625% 1/15/17

5,885

5,208

9% 3/15/20 (h)

3,180

3,490

11.125% 11/15/17

4,595

5,284

MGM Resorts International 10% 11/1/16 (h)

5,955

5,866

Station Casinos, Inc.:

6% 4/1/12 (d)

5,550

1

7.75% 8/15/16 (d)

6,150

1

 

68,759

Healthcare - 3.3%

American Renal Holdings, Inc. 8.375% 5/15/18 (h)

1,740

1,844

Apria Healthcare Group, Inc. 11.25% 11/1/14

10,000

11,050

DaVita, Inc.:

6.375% 11/1/18

3,435

3,512

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Healthcare - continued

DaVita, Inc.: - continued

6.625% 11/1/20

$ 2,970

$ 3,044

DJO Finance LLC/DJO Finance Corp. 9.75%
10/15/17 (h)

830

865

HCA, Inc.:

6.375% 1/15/15

4,730

4,878

9.875% 2/15/17

1,475

1,656

Multiplan, Inc. 9.875% 9/1/18 (h)

6,485

6,988

Rotech Healthcare, Inc. 10.75% 10/15/15 (h)

1,715

1,749

Sabra Health Care LP/Sabra Capital Corp. 8.125% 11/1/18 (h)

1,275

1,320

Tenet Healthcare Corp.:

6.875% 11/15/31

16,215

13,377

8.875% 7/1/19

12,000

13,500

UHS Escrow Corp. 7% 10/1/18 (h)

790

826

Valeant Pharmaceuticals International:

6.75% 10/1/17 (h)

2,510

2,623

7% 10/1/20 (h)

3,345

3,529

VWR Funding, Inc. 10.25% 7/15/15 pay-in-kind (i)

25,688

27,229

 

97,990

Homebuilding/Real Estate - 0.4%

CB Richard Ellis Services, Inc. 6.625% 10/15/20 (h)

1,710

1,727

DuPont Fabros Technology LP 8.5% 12/15/17

3,735

4,034

K. Hovnanian Enterprises, Inc. 6.25% 1/15/16

8,025

5,537

 

11,298

Insurance - 0.8%

American International Group, Inc.:

5.45% 5/18/17

7,765

8,066

8.25% 8/15/18

6,220

7,425

UnumProvident Corp.:

6.75% 12/15/28

4,814

4,647

7.19% 2/1/28

1,145

1,063

USI Holdings Corp. 9.75% 5/15/15 (h)

1,550

1,554

 

22,755

Metals/Mining - 0.8%

Arch Coal, Inc. 7.25% 10/1/20

1,365

1,488

FMG Finance Property Ltd. 10.625% 9/1/16 (h)

5,055

7,456

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Metals/Mining - continued

FMG Resources (August 2006) Pty Ltd. 7% 11/1/15 (h)

$ 6,980

$ 7,155

Freeport-McMoRan Copper & Gold, Inc.
8.375% 4/1/17

7,350

8,314

 

24,413

Paper - 0.4%

ABI Escrow Corp. 10.25% 10/15/18 (h)

7,680

8,218

Clearwater Paper Corp. 7.125% 11/1/18 (h)

935

977

Verso Paper Holdings LLC/Verso Paper, Inc. 4.2156% 8/1/14 (i)

1,810

1,638

 

10,833

Publishing/Printing - 0.9%

Cadmus Communications Corp. 8.375% 6/15/14

3,260

2,853

Cenveo Corp. 7.875% 12/1/13

11,570

11,310

The Reader's Digest Association, Inc. 9.5%
2/15/17 (h)(i)

12,370

12,370

 

26,533

Restaurants - 0.6%

Blue Acquisition Sub, Inc. 9.875% 10/15/18 (h)

6,160

6,637

DineEquity, Inc. 9.5% 10/30/18 (h)

3,960

4,212

Landry's Restaurants, Inc. 11.625% 12/1/15

1,415

1,514

Roadhouse Financing, Inc. 10.75% 10/15/17 (h)

4,045

4,369

 

16,732

Services - 1.3%

Aircastle Ltd. 9.75% 8/1/18

1,500

1,635

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 7.625% 5/15/14

9,945

10,218

Brickman Group Holdings, Inc. 9.125% 11/1/18 (h)

1,545

1,591

McJunkin Red Man Corp. 9.5% 12/15/16 (h)

8,155

7,462

ServiceMaster Co. 10.75% 7/15/15 pay-in-kind (h)(i)

10,000

10,700

United Rentals North America, Inc. 8.375% 9/15/20

5,335

5,428

 

37,034

Shipping - 1.0%

Air Medical Group Holdings, Inc. 9.25% 11/1/18 (h)

2,515

2,622

CEVA Group PLC 11.5% 4/1/18 (h)

9,915

10,634

Navios Maritime Holdings, Inc.:

8.875% 11/1/17 (h)

2,680

2,854

9.5% 12/15/14

2,065

2,142

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Shipping - continued

syncreon Global Ltd./syncreon Global Finance, Inc. 9.5% 5/1/18 (h)

$ 8,555

$ 8,769

Western Express, Inc. 12.5% 4/15/15 (h)

2,790

2,675

 

29,696

Specialty Retailing - 1.0%

General Nutrition Centers, Inc. 5.75% 3/15/14 pay-in-kind (i)

14,050

13,927

Sears Holdings Corp. 6.625% 10/15/18 (h)

8,345

8,293

Toys 'R' Us Property Co. I LLC 10.75% 7/15/17

5,000

5,688

 

27,908

Super Retail - 0.9%

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

1,000

980

Intcomex, Inc. 13.25% 12/15/14 (h)

4,655

4,888

Michaels Stores, Inc. 7.75% 11/1/18 (h)

3,190

3,162

NBC Acquisition Corp. 11% 3/15/13

11,890

9,096

Sonic Automotive, Inc. 9% 3/15/18

1,795

1,867

Toys 'R' Us Property Co. II LLC 8.5% 12/1/17 (h)

6,365

6,842

 

26,835

Technology - 4.5%

Avaya, Inc.:

9.75% 11/1/15

3,675

3,703

10.125% 11/1/15 pay-in-kind (i)

15,889

16,009

Ceridian Corp. 12.25% 11/15/15 pay-in-kind (i)

7,740

7,508

Freescale Semiconductor, Inc.:

9.25% 4/15/18 (h)

7,355

7,870

10.125% 12/15/16

8,920

8,697

10.125% 3/15/18 (h)

23,720

26,151

Lucent Technologies, Inc.:

6.45% 3/15/29

9,115

7,611

6.5% 1/15/28

1,980

1,648

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co. 10.5% 4/15/18 (h)

2,135

2,284

NXP BV/NXP Funding LLC:

7.875% 10/15/14

2,971

3,075

9.75% 8/1/18 (h)

2,755

3,003

10% 7/15/13 (h)

9,174

10,091

Spansion LLC 11.25% 1/15/16 (d)(h)

15,415

16,790

SS&C Technologies, Inc. 11.75% 12/1/13

5,274

5,472

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Technology - continued

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

$ 8,290

$ 8,466

Viasystems, Inc. 12% 1/15/15 (h)

4,125

4,615

 

132,993

Telecommunications - 9.5%

Citizens Communications Co. 7.875% 1/15/27

6,970

7,179

Clearwire Communications LLC/Clearwire Finance, Inc. 12% 12/1/15 (h)

15,685

17,410

Clearwire Escrow Corp. 12% 12/1/15 (h)

11,115

12,338

Digicel Group Ltd.:

8.875% 1/15/15 (h)

25,570

25,954

10.5% 4/15/18 (h)

2,215

2,431

Intelsat Bermuda Ltd.:

11.25% 2/4/17

18,505

19,800

12% 2/4/17 pay-in-kind (i)

21,184

22,627

Intelsat Jackson Holdings Ltd. 11.5% 6/15/16

29,580

32,020

Muzak LLC 15% 7/31/14 pay-in-kind

4,080

2,989

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

21,405

21,485

Sprint Capital Corp.:

6.875% 11/15/28

33,655

31,720

6.9% 5/1/19

27,155

27,766

Sprint Nextel Corp. 6% 12/1/16

44,055

44,055

Wind Acquisition Finance SA 11.75% 7/15/17 (h)

10,000

11,350

 

279,124

Textiles & Apparel - 0.1%

Levi Strauss & Co. 7.625% 5/15/20

2,020

2,121

TOTAL NONCONVERTIBLE BONDS

1,720,541

TOTAL CORPORATE BONDS

(Cost $1,594,084)

1,756,418

Common Stocks - 13.4%

Shares

 

Air Transportation - 0.5%

Delta Air Lines, Inc. (a)

1,090,152

15,142

Automotive - 1.9%

Accuride Corp. (a)

2,809,927

3,484

Dana Holding Corp. (a)

1,000,000

14,150

Exide Technologies (a)

2,500,000

14,725

Common Stocks - continued

Shares

Value (000s)

Automotive - continued

Penske Automotive Group, Inc. (a)

150,000

$ 2,018

TRW Automotive Holdings Corp. (a)

474,800

21,694

 

56,071

Banks and Thrifts - 1.3%

Bank of America Corp.

1,164,334

13,320

Huntington Bancshares, Inc.

2,147,544

12,177

KeyCorp

1,506,990

12,342

Washington Mutual, Inc. (a)

505,500

84

 

37,923

Broadcasting - 0.0%

Gray Television, Inc. (a)(f)

494,070

963

Building Materials - 0.0%

Nortek, Inc. (a)

895

37

Chemicals - 1.8%

Georgia Gulf Corp. (a)(g)

1,945,619

39,360

LyondellBasell Industries NV:

Class A (a)

317,664

8,532

Class B (a)

199,415

5,362

Tronox Worldwide LLC/Tronox Worldwide Finance Corp. rights 11/10/10 (a)

132,463

0

 

53,254

Consumer Products - 0.5%

Sealy Corp., Inc. (a)(f)(g)

6,000,000

15,780

Containers - 0.1%

Anchor Glass Container Corp. (a)

172,857

3,327

Electric Utilities - 0.9%

AES Corp. (a)

2,302,509

27,492

Energy - 0.0%

OPTI Canada, Inc. (a)

1,500,000

1,030

Gaming - 0.0%

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

3

0

Healthcare - 0.9%

Kinetic Concepts, Inc. (a)

100,000

3,803

Service Corp. International

500,000

4,140

Tenet Healthcare Corp. (a)

4,057,534

17,691

 

25,634

Leisure - 0.5%

Cedar Fair LP (depository unit)

1,000,000

13,970

Metals/Mining - 0.4%

Cloud Peak Energy, Inc. (f)

622,900

10,820

Common Stocks - continued

Shares

Value (000s)

Publishing/Printing - 0.6%

Cenveo, Inc. (a)

1,235,258

$ 6,794

HMH Holdings, Inc. (a)(j)

721,561

4,149

HMH Holdings, Inc. warrants 3/9/17 (a)

182,417

91

RDA Holding Co. (a)

301,596

6,258

RDA Holding Co. warrants 2/19/14 (a)(j)

44,417

0

 

17,292

Services - 0.4%

Rural/Metro Corp. (a)

1,183,122

10,199

Shipping - 0.4%

Teekay Corp.

400,000

12,720

Specialty Retailing - 0.0%

Eddie Bauer Holdings, Inc. Series A warrants 4/1/14 (a)

335,799

0

Super Retail - 0.3%

Macy's, Inc.

400,000

9,456

Technology - 2.5%

Acxiom Corp. (a)

593,446

10,415

Amkor Technology, Inc. (a)(f)

1,148,900

8,284

Cisco Systems, Inc. (a)

500,000

11,415

Flextronics International Ltd. (a)

3,376,500

24,176

Hewlett-Packard Co.

250,000

10,515

Spansion, Inc. Class A (a)

410,348

7,177

Viasystems Group, Inc. (a)

85,887

1,353

 

73,335

Telecommunications - 0.4%

ICO Global Communications Holdings Ltd. Class A (a)

52,772

77

Level 3 Communications, Inc. (a)(f)

3,000,000

2,903

One Communications (a)

925,628

694

PAETEC Holding Corp. (a)

1,794,129

7,571

 

11,245

Textiles & Apparel - 0.0%

Arena Brands Holding Corp. Class B (a)(j)

42,253

332

Pillowtex Corp.

490,256

0

 

332

TOTAL COMMON STOCKS

(Cost $469,161)

396,022

Preferred Stocks - 6.2%

Shares

Value (000s)

Convertible Preferred Stocks - 4.7%

Banks and Thrifts - 1.7%

Bank of America Corp. Series L, 7.25%

11,455

$ 10,848

Wells Fargo & Co. 7.50%

39,909

39,749

 

50,597

Diversified Financial Services - 0.4%

Citigroup, Inc. 7.50%

93,300

11,526

Electric Utilities - 0.1%

PPL Corp. 9.50%

62,500

3,515

Energy - 1.9%

Apache Corp. 6.00%

57,500

3,347

El Paso Corp. 4.99% (h)

44,500

52,381

 

55,728

Healthcare - 0.2%

Tenet Healthcare Corp. 7.00%

5,000

4,007

Metals/Mining - 0.4%

AngloGold Ashanti Holdings Finance PLC 6.00% (a)

233,400

12,604

TOTAL CONVERTIBLE PREFERRED STOCKS

137,977

Nonconvertible Preferred Stocks - 1.5%

Consumer Products - 0.9%

Revlon, Inc. Series A 12.75%

4,464,520

25,537

Diversified Financial Services - 0.6%

GMAC, Inc. 7.00% (h)

20,860

18,409

Diversified Media - 0.0%

Muzak Holdings LLC 10.00% pay-in-kind (a)

249,591

202

TOTAL NONCONVERTIBLE PREFERRED STOCKS

44,148

TOTAL PREFERRED STOCKS

(Cost $220,524)

182,125

Floating Rate Loans - 16.2%

 

Principal Amount (000s)

 

Aerospace - 0.5%

McKechnie Aerospace Holdings Ltd. Tranche 2LN, term loan 5.26% 5/11/15 pay-in-kind (i)

$ 130

130

Sequa Corp. term loan 3.5406% 12/3/14 (i)

14,580

13,833

 

13,963

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Air Transportation - 2.5%

Delta Air Lines, Inc.:

Tranche 1LN, Revolving Credit-Linked Deposit 2.2842% 4/30/12 (i)

$ 42,290

$ 41,761

Tranche 2LN, term loan 3.5391% 4/30/14 (i)

23,373

22,672

US Airways Group, Inc. term loan 2.7884% 3/23/14 (i)

9,863

8,877

 

73,310

Broadcasting - 2.4%

Univision Communications, Inc. term loan 4.5063% 3/31/17 (i)

73,291

69,615

Cable TV - 0.8%

CCO Holdings, LLC Tranche 3LN, term loan 2.7553% 9/6/14 (i)

23,745

22,439

Capital Goods - 0.4%

Dresser, Inc. Tranche 2LN, term loan 6.1119% 5/4/15 pay-in-kind (i)

12,145

12,084

Chemicals - 0.3%

Millennium America/Millennium Inorganic Chemicals Ltd. Tranche 2LN, term loan 6.0394% 11/18/14 (i)

3,630

3,449

Tronox, Inc. Tranche B, term loan 7% 12/31/10 (i)

5,770

5,792

 

9,241

Diversified Financial Services - 0.0%

Fifth Third Processing Solutions Tranche 2LN, term loan 8.25% 10/29/17 (i)

175

173

Electric Utilities - 1.9%

Ashmore Energy International term loan 3.2894% 3/30/14 (i)

9,306

8,992

Tempus Public Foundation Generation Holdings LLC Tranche 2LN, term loan 4.5394% 12/15/14 (i)

1,005

920

Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.:

Tranche B1, term loan 3.7563% 10/10/14 (i)

6,660

5,178

Tranche B2, term loan 3.9226% 10/10/14 (i)

16,199

12,615

Tranche B3, term loan 3.7563% 10/10/14 (i)

36,686

28,570

 

56,275

Energy - 0.0%

Venoco, Inc. Tranche 2LN, term loan 4.3125% 5/7/14 (i)

703

664

Food and Drug Retail - 0.6%

BI-LO LLC term loan 9.5% 5/12/15 (i)

15,693

15,928

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Gaming - 0.7%

Harrah's Entertainment, Inc.:

Tranche B3, term loan 3.2884% 1/28/15 (i)

$ 16,885

$ 14,859

Tranche B4, term loan 9.5% 10/31/16 (i)

4,963

5,161

 

20,020

Homebuilding/Real Estate - 1.0%

Realogy Corp.:

Credit-Linked Deposit 3.2563% 10/10/13 (i)

1,807

1,653

Tranche B, term loan 3.2569% 10/10/13 (i)

13,254

12,127

Tranche DD, term loan 3.263% 10/10/13 (i)

18,147

16,514

 

30,294

Paper - 0.0%

White Birch Paper Co. Tranche 2LN, term loan 7.05% 11/8/14 (d)(i)

8,620

0

Publishing/Printing - 0.2%

Education Media and Publishing Group Ltd. Tranche 1LN, term loan 5.7563% 6/12/14 (i)

6,950

6,498

Restaurants - 1.4%

Burger King Corp. Tranche B, term loan 6.25% 10/19/16 (i)

3,365

3,390

OSI Restaurant Partners, Inc.:

Credit-Linked Deposit 2.5443% 6/14/13 (i)

3,351

3,154

term loan 2.625% 6/14/14 (i)

36,288

34,156

 

40,700

Shipping - 0.1%

CEVA Group PLC:

term loan 3.2553% 11/4/13 (i)

3,566

3,272

Credit-Linked Deposit 3.2894% 11/4/13 (i)

434

398

 

3,670

Specialty Retailing - 0.6%

Eddie Bauer Holdings, Inc. term loan 8.25% 4/1/14 (d)(i)

678

81

Michaels Stores, Inc. Tranche B1, term loan 2.6343% 10/31/13 (i)

19,232

18,583

 

18,664

Technology - 1.7%

First Data Corp. Tranche B1, term loan 3.0062% 9/24/14 (i)

8,435

7,592

Freescale Semiconductor, Inc. term loan 4.5063% 12/1/16 (i)

29,191

27,586

Kronos, Inc. Tranche 2LN, term loan 6.04% 6/11/15 (i)

5,000

4,750

Spansion, Inc. term loan 7.5% 2/9/15 (i)

10,721

10,855

 

50,783

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Telecommunications - 1.1%

Asurion Corp.:

Tranche 2LN, term loan 6.7563% 7/3/15 (i)

$ 17,255

$ 16,090

Tranche B 2LN, term loan 6.75% 3/31/15 (i)

12,580

12,360

Vodafone Americas Finance 2, Inc. term loan 6.875% 8/11/15

3,050

3,033

 

31,483

TOTAL FLOATING RATE LOANS

(Cost $468,944)

475,804

Money Market Funds - 5.9%

Shares

 

Fidelity Cash Central Fund, 0.23% (b)

171,068,739

171,069

Fidelity Securities Lending Cash Central Fund, 0.24% (b)(c)

3,172,025

3,172

TOTAL MONEY MARKET FUNDS

(Cost $174,241)

174,241

TOTAL INVESTMENT PORTFOLIO - 101.4%

(Cost $2,926,954)

2,984,610

NET OTHER ASSETS (LIABILITIES) - (1.4)%

(42,563)

NET ASSETS - 100%

$ 2,942,047

Legend

(a) Non-income producing

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

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

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

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

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

(g) Affiliated company

(h) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $750,390,000 or 25.5% of net assets.

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

(j) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $4,481,000 or 0.2% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Arena Brands Holding Corp. Class B

6/18/97 - 7/13/98

$ 1,538

HMH Holdings, Inc.

8/1/08 - 3/9/10

$ 11,711

RDA Holding Co. warrants 2/19/14

2/27/07 - 7/13/09

$ 11,113

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

$ 200

Fidelity Securities Lending Cash Central Fund

14

Total

$ 214

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

Georgia Gulf Corp.

$ 27,959

$ -

$ -

$ -

$ 39,360

Sealy Corp., Inc.

-

20,773

-

-

15,780

Total

$ 27,959

$ 20,773

$ -

$ -

$ 55,140

Other Information

The following is a summary of the inputs used, as of October 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 107,928

$ 96,896

$ 10,407

$ 625

Consumer Staples

25,537

-

-

25,537

Energy

80,298

27,917

52,381

-

Financials

118,455

88,520

29,935

-

Health Care

35,700

31,693

4,007

-

Industrials

25,457

25,457

-

-

Information Technology

73,335

73,335

-

-

Materials

69,185

53,254

12,604

3,327

Telecommunication Services

11,245

10,551

-

694

Utilities

31,007

27,492

3,515

-

Corporate Bonds

1,756,418

-

1,739,540

16,878

Floating Rate Loans

475,804

-

475,723

81

Money Market Funds

174,241

174,241

-

-

Total Investments in Securities:

$ 2,984,610

$ 609,356

$ 2,328,112

$ 47,142

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

(Amounts in thousands)

 

Investments in Securities:

Equities - Consumer Discretionary

Beginning Balance

$ 277

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

6

Cost of Purchases

342

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 625

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ 6

(Amounts in thousands)

 

Investments in Securities:

Equities - Consumer Staples

Beginning Balance

$ 26,073

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(536)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 25,537

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ (536)

Equities - Information Technology

Beginning Balance

$ 3,080

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

(3,080)

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ -

Equities - Materials

Beginning Balance

$ 5,531

Total Realized Gain (Loss)

(4)

Total Unrealized Gain (Loss)

(2,200)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 3,327

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ (2,204)

(Amounts in thousands)

 

Investments in Securities:

Equities - Telecommunication Services

Beginning Balance

$ 1,157

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(463)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 694

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ (463)

Corporate Bonds

Beginning Balance

$ 5,434

Total Realized Gain (Loss)

(1,662)

Total Unrealized Gain (Loss)

8,891

Cost of Purchases

-

Proceeds of Sales

(9,562)

Amortization/Accretion

673

Transfers in to Level 3

13,104

Transfers out of Level 3

-

Ending Balance

$ 16,878

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ 8,891

Floating Rate Loans

Beginning Balance

$ 113

Total Realized Gain (Loss)

333

Total Unrealized Gain (Loss)

(607)

Cost of Purchases

-

Proceeds of Sales

(2,026)

Amortization/Accretion

10

Transfers in to Level 3

2,258

Transfers out of Level 3

-

Ending Balance

$ 81

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2010

$ (744)

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

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

United States of America

87.3%

Bermuda

3.7%

Netherlands

2.2%

Canada

1.9%

Luxembourg

1.1%

Others (Individually Less Than 1%)

3.8%

 

100.0%

Income Tax Information

At October 31, 2010, the Fund had a capital loss carryforward of approximately $643,389,000 of which $132,110,000 and $511,279,000 will expire on October 31, 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $3,061) - See accompanying schedule:

Unaffiliated issuers (cost $2,697,943)

$ 2,755,229

 

Fidelity Central Funds (cost $174,241)

174,241

 

Other affiliated issuers (cost $54,770)

55,140

 

Total Investments (cost $2,926,954)

 

$ 2,984,610

Cash

311

Receivable for investments sold

1,483

Receivable for fund shares sold

1,793

Dividends receivable

613

Interest receivable

41,084

Distributions receivable from Fidelity Central Funds

36

Other receivables

54

Total assets

3,029,984

 

 

 

Liabilities

Payable for investments purchased

$ 71,351

Payable for fund shares redeemed

8,698

Distributions payable

2,180

Accrued management fee

1,368

Distribution and service plan fees payable

474

Other affiliated payables

454

Other payables and accrued expenses

240

Collateral on securities loaned, at value

3,172

Total liabilities

87,937

 

 

 

Net Assets

$ 2,942,047

Net Assets consist of:

 

Paid in capital

$ 3,447,168

Undistributed net investment income

79,340

Accumulated undistributed net realized gain (loss) on investments

(642,004)

Net unrealized appreciation (depreciation) on investments

57,543

Net Assets

$ 2,942,047

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2010

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($722,096 ÷ 73,137 shares)

$ 9.87

 

 

 

Maximum offering price per share (100/96.00 of $9.87)

$ 10.28

Class T:
Net Asset Value
and redemption price per share ($645,348 ÷ 65,086 shares)

$ 9.92

 

 

 

Maximum offering price per share (100/96.00 of $9.92)

$ 10.33

Class B:
Net Asset Value
and offering price per share
($52,115 ÷ 5,308 shares)A

$ 9.82

 

 

 

Class C:
Net Asset Value
and offering price per share
($186,055 ÷ 18,871 shares)A

$ 9.86

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,336,433 ÷ 142,191 shares)

$ 9.40

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended October 31, 2010

 

 

 

Investment Income

 

 

Dividends

 

$ 16,183

Interest

 

218,421

Income from Fidelity Central Funds

 

214

Total income

 

234,818

 

 

 

Expenses

Management fee

$ 16,513

Transfer agent fees

4,823

Distribution and service plan fees

5,767

Accounting and security lending fees

935

Custodian fees and expenses

45

Independent trustees' compensation

17

Registration fees

123

Audit

76

Legal

103

Interest

1

Miscellaneous

45

Total expenses before reductions

28,448

Expense reductions

(26)

28,422

Net investment income

206,396

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

145,919

Change in net unrealized appreciation (depreciation) on investment securities

222,342

Net gain (loss)

368,261

Net increase (decrease) in net assets resulting from operations

$ 574,657

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
October 31,
2010

Year ended
October 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 206,396

$ 209,377

Net realized gain (loss)

145,919

(534,808)

Change in net unrealized appreciation (depreciation)

222,342

1,213,835

Net increase (decrease) in net assets resulting
from operations

574,657

888,404

Distributions to shareholders from net investment income

(180,062)

(172,447)

Distributions to shareholders from net realized gain

(6,733)

-

Total distributions

(186,795)

(172,447)

Share transactions - net increase (decrease)

(322,762)

(283,715)

Redemption fees

1,721

1,894

Total increase (decrease) in net assets

66,821

434,136

 

 

 

Net Assets

Beginning of period

2,875,226

2,441,090

End of period (including undistributed net investment income of $79,340 and undistributed net investment income of $59,842, respectively)

$ 2,942,047

$ 2,875,226

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.60

$ 6.44

$ 10.70

$ 10.10

$ 9.60

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .650

  .587

  .712

  .677

  .673

Net realized and unrealized gain (loss)

  1.185

  2.033

  (4.326)

  .629

  .500

Total from investment operations

  1.835

  2.620

  (3.614)

  1.306

  1.173

Distributions from net investment income

  (.550)

  (.465)

  (.650)

  (.708)

  (.644)

Distributions from net realized gain

  (.020)

  -

  -

  -

  (.030)

Total distributions

  (.570)

  (.465)

  (.650)

  (.708)

  (.674)

Redemption fees added to paid in capital C

  .005

  .005

  .004

  .002

  .001

Net asset value, end of period

$ 9.87

$ 8.60

$ 6.44

$ 10.70

$ 10.10

Total Return A, B

  22.06%

  43.51%

  (35.41)%

  13.22%

  12.62%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.03%

  1.07%

  1.07%

  1.02%

  .98%

Expenses net of fee waivers,
if any

  1.03%

  1.07%

  1.07%

  1.02%

  .98%

Expenses net of all reductions

  1.03%

  1.07%

  1.07%

  1.02%

  .98%

Net investment income

  7.03%

  8.68%

  7.64%

  6.36%

  6.83%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 722

$ 703

$ 519

$ 823

$ 583

Portfolio turnover rate E

  53%

  49%

  45%

  35%

  51%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.64

$ 6.47

$ 10.74

$ 10.14

$ 9.63

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .653

  .586

  .722

  .680

  .670

Net realized and unrealized gain (loss)

  1.193

  2.046

  (4.344)

  .626

  .507

Total from investment operations

  1.846

  2.632

  (3.622)

  1.306

  1.177

Distributions from net investment income

  (.551)

  (.467)

  (.652)

  (.708)

  (.638)

Distributions from net realized gain

  (.020)

  -

  -

  -

  (.030)

Total distributions

  (.571)

  (.467)

  (.652)

  (.708)

  (.668)

Redemption fees added to paid in capital C

  .005

  .005

  .004

  .002

  .001

Net asset value, end of period

$ 9.92

$ 8.64

$ 6.47

$ 10.74

$ 10.14

Total Return A, B

  22.09%

  43.50%

  (35.36)%

  13.16%

  12.62%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.02%

  1.05%

  1.04%

  1.02%

  1.04%

Expenses net of fee waivers,
if any

  1.02%

  1.05%

  1.04%

  1.02%

  1.04%

Expenses net of all reductions

  1.02%

  1.05%

  1.04%

  1.02%

  1.04%

Net investment income

  7.04%

  8.70%

  7.67%

  6.36%

  6.77%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 645

$ 678

$ 542

$ 1,138

$ 1,083

Portfolio turnover rate E

  53%

  49%

  45%

  35%

  51%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.56

$ 6.41

$ 10.65

$ 10.06

$ 9.56

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .581

  .532

  .652

  .599

  .597

Net realized and unrealized gain (loss)

  1.180

  2.033

  (4.309)

  .621

  .501

Total from investment operations

  1.761

  2.565

  (3.657)

  1.220

  1.098

Distributions from net investment income

  (.486)

  (.420)

  (.587)

  (.632)

  (.569)

Distributions from net realized gain

  (.020)

  -

  -

  -

  (.030)

Total distributions

  (.506)

  (.420)

  (.587)

  (.632)

  (.599)

Redemption fees added to paid in capital C

  .005

  .005

  .004

  .002

  .001

Net asset value, end of period

$ 9.82

$ 8.56

$ 6.41

$ 10.65

$ 10.06

Total Return A, B

  21.20%

  42.62%

  (35.83)%

  12.36%

  11.82%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.74%

  1.76%

  1.77%

  1.74%

  1.74%

Expenses net of fee waivers,
if any

  1.74%

  1.75%

  1.75%

  1.74%

  1.74%

Expenses net of all reductions

  1.74%

  1.75%

  1.75%

  1.74%

  1.74%

Net investment income

  6.32%

  8.00%

  6.96%

  5.64%

  6.06%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 52

$ 65

$ 59

$ 141

$ 202

Portfolio turnover rate E

  53%

  49%

  45%

  35%

  51%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.59

$ 6.44

$ 10.69

$ 10.09

$ 9.59

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .581

  .536

  .645

  .595

  .592

Net realized and unrealized gain (loss)

  1.186

  2.025

  (4.318)

  .629

  .500

Total from investment operations

  1.767

  2.561

  (3.673)

  1.224

  1.092

Distributions from net investment income

  (.482)

  (.416)

  (.581)

  (.626)

  (.563)

Distributions from net realized gain

  (.020)

  -

  -

  -

  (.030)

Total distributions

  (.502)

  (.416)

  (.581)

  (.626)

  (.593)

Redemption fees added to paid in capital C

  .005

  .005

  .004

  .002

  .001

Net asset value, end of period

$ 9.86

$ 8.59

$ 6.44

$ 10.69

$ 10.09

Total Return A, B

  21.20%

  42.32%

  (35.83)%

  12.37%

  11.72%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.77%

  1.81%

  1.81%

  1.79%

  1.80%

Expenses net of fee waivers,
if any

  1.77%

  1.81%

  1.81%

  1.79%

  1.80%

Expenses net of all reductions

  1.77%

  1.81%

  1.81%

  1.79%

  1.80%

Net investment income

  6.29%

  7.94%

  6.90%

  5.59%

  6.01%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 186

$ 185

$ 131

$ 237

$ 198

Portfolio turnover rate E

  53%

  49%

  45%

  35%

  51%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.22

$ 6.18

$ 10.29

$ 9.74

$ 9.28

Income from Investment Operations

 

 

 

 

 

Net investment income B

  .642

  .570

  .701

  .673

  .665

Net realized and unrealized gain (loss)

  1.128

  1.949

  (4.140)

  .607

  .485

Total from investment operations

  1.770

  2.519

  (3.439)

  1.280

  1.150

Distributions from net investment income

  (.575)

  (.484)

  (.675)

  (.732)

  (.661)

Distributions from net realized gain

  (.020)

  -

  -

  -

  (.030)

Total distributions

  (.595)

  (.484)

  (.675)

  (.732)

  (.691)

Redemption fees added to paid in capital B

  .005

  .005

  .004

  .002

  .001

Net asset value, end of period

$ 9.40

$ 8.22

$ 6.18

$ 10.29

$ 9.74

Total Return A

  22.33%

  43.81%

  (35.17)%

  13.46%

  12.83%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .78%

  .81%

  .80%

  .80%

  .81%

Expenses net of fee waivers,
if any

  .78%

  .81%

  .80%

  .80%

  .81%

Expenses net of all reductions

  .78%

  .81%

  .80%

  .80%

  .81%

Net investment income

  7.28%

  8.94%

  7.91%

  6.58%

  6.99%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 1,336

$ 1,245

$ 1,190

$ 1,202

$ 610

Portfolio turnover rate D

  53%

  49%

  45%

  35%

  51%

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2010

(Amounts in thousands except ratios)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds and floating rate loans, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. 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 fair value and are categorized as Level 2 in the hierarchy. The Fund invests a significant

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

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

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

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, defaulted bonds, market discount, deferred trustees compensation, capital loss carryforwards, expiring capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 328,548

Gross unrealized depreciation

(234,567)

Net unrealized appreciation (depreciation)

$ 93,981

 

 

Tax Cost

$ 2,890,629

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

Undistributed ordinary income

$ 44,453

Capital loss carryforward

$ (643,389)

Net unrealized appreciation (depreciation)

$ 93,868

The tax character of distributions paid was as follows:

 

October 31, 2010

October 31, 2009

Ordinary Income

$ 186,795

$ 172,447

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

4. Operating Policies.

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

Annual Report

4. Operating Policies - continued

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,465,726 and $1,811,260, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .57% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 1,759

$ 4

Class T

-%

.25%

1,629

-

Class B

.65%

.25%

534

386

Class C

.75%

.25%

1,845

182

 

 

 

$ 5,767

$ 572

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, .75% for certain purchases of Class A shares (1.00 to .50% prior to July 12, 2010) 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

$ 100

Class T

12

Class B*

138

Class C*

16

 

$ 266

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

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

 

Amount

% of
Average
Net Assets

Class A

$ 1,194

.17

Class T

1,042

.16

Class B

133

.23

Class C

293

.16

Institutional Class

2,161

.16

 

$ 4,823

 

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9 for the period.

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

$ 13,599

.45%

$ 1

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $12 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Security Lending - continued

to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $14. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $23 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2010

2009

From net investment income

 

 

Class A

$ 42,194

$ 37,753

Class T

39,180

38,254

Class B

3,195

3,493

Class C

9,712

8,668

Institutional Class

85,781

84,279

Total

$ 180,062

$ 172,447

From net realized gain

 

 

Class A

$ 1,611

$ -

Class T

1,555

-

Class B

148

-

Class C

423

-

Institutional Class

2,996

-

Total

$ 6,733

$ -

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

27,181

25,660

$ 255,873

$ 167,190

Reinvestment of distributions

3,772

4,622

34,764

29,855

Shares redeemed

(39,539)

(29,164)

(364,969)

(193,280)

Net increase (decrease)

(8,586)

1,118

$ (74,332)

$ 3,765

Class T

 

 

 

 

Shares sold

10,014

32,583

$ 92,905

$ 196,369

Reinvestment of distributions

3,733

4,930

34,520

31,782

Shares redeemed

(27,138)

(42,870)

(250,148)

(264,008)

Net increase (decrease)

(13,391)

(5,357)

$ (122,723)

$ (35,857)

Class B

 

 

 

 

Shares sold

511

1,364

$ 4,680

$ 8,847

Reinvestment of distributions

251

350

2,296

2,210

Shares redeemed

(3,020)

(3,336)

(27,812)

(20,955)

Net increase (decrease)

(2,258)

(1,622)

$ (20,836)

$ (9,898)

Class C

 

 

 

 

Shares sold

3,113

6,688

$ 28,694

$ 43,622

Reinvestment of distributions

754

842

6,929

5,422

Shares redeemed

(6,495)

(6,369)

(59,691)

(41,104)

Net increase (decrease)

(2,628)

1,161

$ (24,068)

$ 7,940

Institutional Class

 

 

 

 

Shares sold

43,361

55,510

$ 382,987

$ 327,598

Reinvestment of distributions

8,486

10,109

74,645

62,349

Shares redeemed

(61,221)

(106,676)

(538,435)

(639,612)

Net increase (decrease)

(9,374)

(41,057)

$ (80,803)

$ (249,665)

12. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series I and Shareholders of Fidelity Advisor High Income Advantage Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor High Income Advantage Fund (the Fund), a fund of Fidelity Advisor Series I, including the schedule of investments, as of October 31, 2010, and the related statement of operations for the year then ended, the statement of changes in 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. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the custodians, agent banks and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor High Income Advantage Fund as of October 31, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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.

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

Annual Report

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

Board Structure and Oversight Function. Edward C. Johnson 3d is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; 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 and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

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

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

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (57)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

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

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (46)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

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

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (49)

 

Year of Election or Appointment: 2009

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

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2010

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

John R. Hebble (52)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (42)

 

Year of Election or Appointment: 2010

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

Annual Report

Distributions (Unaudited)

The fund designates $126,454,281 of distributions paid during the period January 1, 2010 to October 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor High Income Advantage Fund

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

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2010 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, 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 the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interest of the fund.

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

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

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through 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 a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Advisor High Income Advantage Fund

fid271

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

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative 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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor High Income Advantage Fund

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Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 2009.

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

Total Expenses. 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 T, Class B, and Class C ranked below its competitive median for 2009 and the total expenses of Institutional Class ranked equal to its competitive median for 2009.

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

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

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

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

Annual Report

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

HYI-UANN-1210
1.784751.107

fid109

(Fidelity Investment logo)(registered trademark)
Fidelity AdvisorSM
High Income
Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Equities have staged a rally in the second half of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remain about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

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

Average Annual Total Returns

Periods ended October 31, 2010

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 4.00% sales charge)

12.63%

5.95%

6.79%

  Class T (incl. 4.00% sales charge)

12.49%

5.89%

6.70%

  Class B (incl. contingent deferred sales charge) A

11.58%

5.78%

6.67%

  Class C (incl. contingent deferred sales charge) B

15.51%

5.98%

6.35%

The current sales charge is as of April 1, 2007. Prior to April 1, 2007, the sales charge was 4.75% for Class A and 3.50% for Class T.

A Class B shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

B Class C shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM High Income Fund - Class A on October 31, 2000, and the current 4.00% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill Lynch US High Yield Constrained IndexSM performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: High-yield bonds posted strong gains during the 12 months ending October 31, 2010, with The BofA Merrill Lynch US High Yield Constrained IndexSM returning 19.08%. By comparison, the S&P 500® Index, a proxy for U.S. equity market performance, returned 16.52% and the Barclays Capital U.S. Aggregate Bond Index, which measures the performance of investment-grade bonds, gained 8.01%. The backdrop remained positive for high yield, with U.S. economic expansion on an upward trajectory, improved credit conditions, exceptionally low interest rates and better-than-expected corporate financial results. Many leveraged companies successfully refinanced their outstanding debt by issuing new bonds at lower prevailing rates that were still high enough to attract yield-hungry investors seeking alternatives to the anemic returns of higher-quality government bonds and money market instruments. The secondary market for high-yield bonds was active, paralleling a steady stream of new high-yield issuance that was generally well-received by market participants encouraged by an increasing number of credit upgrades. Fewer companies entered the distressed-securities market, and there was an uptick in merger-and-acquisition activity - another positive influence on the high-yield market. At times, equity market volatility hurt high-yield bonds, but these setbacks were temporary.

Comments from Matthew Conti, Portfolio Manager of Fidelity AdvisorSM High Income Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 17.33%, 17.17%, 16.58% and 16.51%, respectively (excluding sales charges), underperforming the BofA Merrill Lynch index. Underweightings in insurance and banks/thrifts detracted, as did unfavorable security selection within energy. From an asset allocation standpoint, the fund's modest cash position dragged on performance within a strong market, while an out-of-index stake in floating-rate bank debt also hurt. Untimely ownership of and an underweighting in insurance giant American International Group (AIG) dampened performance. Our positions in the senior debt of broadcaster Clear Channel Communications detracted, as did untimely ownership of natural gas exploration and production company Chesapeake Energy, not owning real estate investment trust and index component iStar Financial, and an investment in Edgen Murray, a distributor of products for the energy industry. On the plus side, strong security selection within electric utilities and technology helped, as did overweighting air transportation. Picks in diversified financials helped, but gains were offset by underweighting the group. Our positions in bonds issued by Texas electric utility TXU Energy contributed, as did Ford Motor Credit, AIG subsidiary International Lease Finance and underweighting credit card processor First Data. Some securities mentioned were not held at period end.

Comments from Matthew Conti, Portfolio Manager of Fidelity AdvisorSM High Income Fund: For the year, the fund's Institutional Class shares returned 17.55%, underperforming the BofA index. Underweightings in insurance and banks/thrifts detracted, as did unfavorable security selection within energy. From an asset allocation standpoint, the fund's modest cash position dragged on performance within a strong market, while an out-of-index stake in floating-rate bank debt also hurt. Untimely ownership of and an underweighting in insurance giant American International Group (AIG) dampened performance. Our positions in the senior debt of broadcaster Clear Channel Communications detracted, as did untimely ownership of natural gas exploration and production company Chesapeake Energy, not owning real estate investment trust and index component iStar Financial, and an investment in Edgen Murray, a distributor of products for the energy industry. On the plus side, strong security selection within electric utilities and technology helped, as did overweighting air transportation. Picks in diversified financials helped, but gains were offset by underweighting the group. Our positions in bonds issued by Texas electric utility TXU Energy contributed, as did Ford Motor Credit, AIG subsidiary International Lease Finance and underweighting credit card processor First Data. Some securities mentioned were not held at period end.

Annual Report

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2010).

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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2010

Ending
Account Value
October 31, 2010

Expenses Paid
During Period
*
May 1, 2010 to
October 31, 2010

Class A

1.06%

 

 

 

Actual

 

$ 1,000.00

$ 1,067.90

$ 5.52

HypotheticalA

 

$ 1,000.00

$ 1,019.86

$ 5.40

Class T

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.50

$ 5.73

HypotheticalA

 

$ 1,000.00

$ 1,019.66

$ 5.60

Class B

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,064.40

$ 9.11

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class C

1.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,064.20

$ 9.31

HypotheticalA

 

$ 1,000.00

$ 1,016.18

$ 9.10

Institutional Class

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.90

$ 4.43

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of October 31, 2010

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

International Lease Finance Corp.

2.2

1.2

Nielsen Finance LLC/Nielsen Finance Co.

2.1

1.6

Ford Motor Credit Co. LLC

2.1

1.7

HCA, Inc.

1.7

1.9

Nextel Communications, Inc.

1.5

1.8

 

9.6

Top Five Market Sectors as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Telecommunications

12.9

14.8

Energy

7.7

8.3

Diversified Financial Services

6.2

4.8

Electric Utilities

6.1

5.6

Technology

6.0

7.8

Quality Diversification (% of fund's net assets)

As of October 31, 2010

As of April 30, 2010

fid64

AAA,AA,A 0.0%

 

fid64

AAA,AA,A 0.2%

 

fid67

BBB 3.1%

 

fid67

BBB 2.6%

 

fid70

BB 29.0%

 

fid70

BB 30.1%

 

fid73

B 46.8%

 

fid73

B 43.8%

 

fid76

CCC,CC,C 13.3%

 

fid76

CCC,CC,C 15.5%

 

fid79

Not Rated 2.3%

 

fid79

Not Rated 3.1%

 

fid82

Equities 0.4%

 

fid82

Equities 0.7%

 

fid85

Short-Term Investments
and Net Other Assets 5.1%

 

fid85

Short-Term Investments
and Net Other Assets 4.0%

 

fid353

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

Asset Allocation (% of fund's net assets)

As of October 31, 2010 *

As of April 30, 2010 **

fid64

Nonconvertible
Bonds 88.5%

 

fid64

Nonconvertible
Bonds 88.6%

 

fid70

Convertible Bonds, Preferred Stocks 1.0%

 

fid70

Convertible Bonds, Preferred Stocks 1.0%

 

fid251

Floating Rate Loans 5.4%

 

fid251

Floating Rate Loans 6.4%

 

fid85

Short-Term Investments
and Net Other Assets 5.1%

 

fid85

Short-Term Investments
and Net Other Assets 4.0%

 

* Foreign investments

15.8%

 

** Foreign investments

14.1%

 

fid363

Annual Report

Investments October 31, 2010

Showing Percentage of Net Assets

Corporate Bonds - 89.1%

 

Principal Amount

Value

Convertible Bonds - 0.6%

Energy - 0.1%

Energy Conversion Devices, Inc. 3% 6/15/13

$ 710,000

$ 497,000

Metals/Mining - 0.2%

Massey Energy Co. 3.25% 8/1/15

1,580,000

1,507,794

Technology - 0.3%

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

3,255,000

3,037,322

TOTAL CONVERTIBLE BONDS

5,042,116

Nonconvertible Bonds - 88.5%

Aerospace - 1.2%

Alliant Techsystems, Inc. 6.875% 9/15/20

1,440,000

1,512,000

BE Aerospace, Inc.:

6.875% 10/1/20

955,000

1,012,300

8.5% 7/1/18

2,895,000

3,242,400

Esterline Technologies Corp. 7% 8/1/20 (c)

900,000

947,250

Sequa Corp.:

11.75% 12/1/15 (c)

2,820,000

3,066,750

13.5% 12/1/15 pay-in-kind (c)

564,499

616,715

 

10,397,415

Air Transportation - 2.9%

Air Canada 9.25% 8/1/15 (c)

3,525,000

3,692,438

American Airlines, Inc. 10.5% 10/15/12

2,235,000

2,430,563

American Airlines, Inc. pass-thru trust certificates:

6.977% 11/23/22

189,431

164,805

8.608% 10/1/12

200,000

202,000

10.375% 7/2/19

1,267,331

1,514,460

AMR Corp. 9% 8/1/12

775,000

775,000

Continental Airlines, Inc.:

pass-thru trust certificates:

8.388% 5/1/22

144,285

145,728

9.798% 4/1/21

1,534,629

1,534,629

6.75% 9/15/15 (c)

4,010,000

4,180,425

Continental Airlines, Inc. 9.25% 5/10/17

2,135,000

2,284,450

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

8.021% 8/10/22

1,604,004

1,672,174

8.954% 8/10/14

1,339,502

1,386,385

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

547,226

560,906

United Air Lines, Inc.:

9.875% 8/1/13 (c)

545,000

599,500

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Air Transportation - continued

United Air Lines, Inc.: - continued

12% 11/1/13 (c)

$ 695,000

$ 795,775

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

Class B, 7.336% 7/2/19

1,106,178

1,061,931

9.75% 1/15/17

1,594,140

1,849,203

12% 1/15/16 (c)

581,728

666,078

 

25,516,450

Automotive - 3.6%

Accuride Corp. 9.5% 8/1/18 (c)

1,875,000

2,039,063

American Axle & Manufacturing, Inc. 7.875% 3/1/17

900,000

909,000

ArvinMeritor, Inc.:

8.125% 9/15/15

2,205,000

2,298,713

10.625% 3/15/18

505,000

570,650

Ford Motor Co. 7.45% 7/16/31

1,650,000

1,872,750

Ford Motor Credit Co. LLC:

5.625% 9/15/15

2,440,000

2,592,500

6.625% 8/15/17

2,190,000

2,441,850

7% 4/15/15

2,330,000

2,563,000

8% 6/1/14

1,240,000

1,388,800

8% 12/15/16

1,420,000

1,662,858

8.125% 1/15/20

1,240,000

1,516,356

12% 5/15/15

4,250,000

5,461,250

General Motors Acceptance Corp. 6.875% 8/28/12

2,820,000

2,961,000

Navistar International Corp. 8.25% 11/1/21

1,785,000

1,950,113

Tenneco, Inc. 7.75% 8/15/18 (c)

1,160,000

1,244,100

 

31,472,003

Banks and Thrifts - 3.3%

Ally Financial, Inc. 7.5% 9/15/20 (c)

2,195,000

2,370,600

Bank of America Corp.:

8% (d)

680,000

676,600

8.125% (d)

900,000

904,500

CIT Group, Inc.:

7% 5/1/13

253,246

256,412

7% 5/1/14

2,529,868

2,542,517

7% 5/1/15

1,884,868

1,884,868

7% 5/1/16

2,728,115

2,721,295

7% 5/1/17

6,321,361

6,289,754

Fifth Third Capital Trust IV 6.5% 4/15/67 (d)

1,950,000

1,857,375

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Banks and Thrifts - continued

GMAC LLC:

6.75% 12/1/14

$ 3,570,000

$ 3,730,650

8% 12/31/18

1,695,000

1,750,088

8% 11/1/31

1,565,000

1,705,850

Zions Bancorp. 7.75% 9/23/14

2,510,000

2,671,722

 

29,362,231

Broadcasting - 1.8%

Allbritton Communications Co. 8% 5/15/18

2,080,000

2,147,600

Belo Corp. 8% 11/15/16

340,000

377,400

Clear Channel Communications, Inc.:

5.5% 9/15/14

2,300,000

1,581,250

11% 8/1/16 pay-in-kind (d)

1,672,825

1,250,437

Nexstar Broadcasting, Inc./Mission, Inc. 8.875% 4/15/17 (c)

3,075,000

3,236,438

Umbrella Acquisition, Inc. 10.5% 3/15/15 pay-in-kind (c)(d)

4,990,441

5,230,606

Univision Communications, Inc.:

7.875% 11/1/20 (c)

825,000

862,125

12% 7/1/14 (c)

1,350,000

1,491,750

 

16,177,606

Building Materials - 0.4%

Building Materials Corp. of America 6.875% 8/15/18 (c)

3,305,000

3,313,263

Cable TV - 4.2%

Cablevision Systems Corp.:

7.75% 4/15/18

1,125,000

1,226,250

8% 4/15/20

1,125,000

1,243,125

8.625% 9/15/17

3,160,000

3,547,100

CCO Holdings LLC/CCO Holdings Capital Corp.:

7.25% 10/30/17 (c)

2,635,000

2,727,225

7.875% 4/30/18 (c)

2,520,000

2,671,200

8.125% 4/30/20 (c)

1,615,000

1,744,200

Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625% 11/15/17 (c)

5,065,000

5,406,888

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. 13.5% 11/30/16

799,382

957,260

CSC Holdings LLC:

8.5% 4/15/14

1,075,000

1,202,603

8.5% 6/15/15

2,960,000

3,259,700

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Cable TV - continued

CSC Holdings LLC: - continued

8.625% 2/15/19

$ 610,000

$ 704,550

EchoStar Communications Corp.:

7.125% 2/1/16

1,000,000

1,058,800

7.75% 5/31/15

1,295,000

1,408,313

Insight Communications, Inc. 9.375% 7/15/18 (c)

3,060,000

3,304,800

Kabel Deutschland GmbH 10.625% 7/1/14

2,165,000

2,265,131

UPC Germany GmbH 8.125% 12/1/17 (c)

1,970,000

2,088,200

Videotron Ltd. 9.125% 4/15/18

2,145,000

2,413,125

 

37,228,470

Capital Goods - 1.1%

Amsted Industries, Inc. 8.125% 3/15/18 (c)

2,795,000

2,962,700

Coleman Cable, Inc. 9% 2/15/18

415,000

433,675

RBS Global, Inc./Rexnord Corp.:

8.5% 5/1/18

2,310,000

2,425,500

11.75% 8/1/16

1,205,000

1,295,375

SPX Corp. 6.875% 9/1/17 (c)

2,710,000

2,906,475

 

10,023,725

Chemicals - 2.3%

Celanese US Holdings LLC 6.625% 10/15/18 (c)

1,015,000

1,078,438

Huntsman International LLC:

5.5% 6/30/16

2,220,000

2,175,600

8.625% 3/15/20

1,255,000

1,372,656

8.625% 3/15/21 (c)

2,295,000

2,507,288

LBI Escrow Corp. 8% 11/1/17 (c)

1,325,000

1,450,875

Lyondell Chemical Co. 11% 5/1/18

3,210,000

3,595,200

Momentive Performance Materials, Inc. 9% 1/15/21 (c)

675,000

702,000

NOVA Chemicals Corp.:

3.7476% 11/15/13 (d)

1,630,000

1,601,475

6.5% 1/15/12

2,270,000

2,360,800

8.375% 11/1/16

1,360,000

1,489,200

8.625% 11/1/19

1,355,000

1,504,050

 

19,837,582

Containers - 1.5%

Berry Plastics Corp.:

5.0391% 2/15/15 (d)

875,000

840,000

8.25% 11/15/15

2,655,000

2,797,839

8.875% 9/15/14

1,705,000

1,713,525

9.5% 5/15/18

2,960,000

2,900,800

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Containers - continued

Crown Cork & Seal, Inc. 7.375% 12/15/26

$ 1,940,000

$ 1,952,125

Greif, Inc. 6.75% 2/1/17

2,455,000

2,614,575

 

12,818,864

Diversified Financial Services - 5.5%

GMAC, Inc. 8% 3/15/20 (c)

2,145,000

2,348,775

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

7.75% 1/15/16

2,990,000

3,072,225

8% 1/15/18

2,445,000

2,512,238

ILFC E-Capital Trust II 6.25% 12/21/65 (c)(d)

870,000

682,950

Ineos Finance PLC 9% 5/15/15 (c)

1,725,000

1,824,188

International Lease Finance Corp.:

5.625% 9/20/13

1,080,000

1,086,750

5.65% 6/1/14

900,000

900,000

6.375% 3/25/13

245,000

252,350

6.5% 9/1/14 (c)

1,360,000

1,465,400

6.625% 11/15/13

1,145,000

1,179,350

6.75% 9/1/16 (c)

1,360,000

1,482,400

8.625% 9/15/15 (c)

4,640,000

5,208,400

8.75% 3/15/17 (c)

3,120,000

3,549,000

8.875% 9/1/17

4,095,000

4,668,300

National Money Mart Co. 10.375% 12/15/16

2,070,000

2,235,600

Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17 (c)

1,565,000

1,580,650

Nuveen Investments, Inc.:

5.5% 9/15/15

1,695,000

1,432,275

10.5% 11/15/15

1,285,000

1,336,400

Offshore Group Investment Ltd. 11.5% 8/1/15 (c)

2,610,000

2,776,388

Reliance Intermediate Holdings LP 9.5% 12/15/19 (c)

2,105,000

2,241,825

SLM Corp. 8% 3/25/20

2,864,000

2,864,000

Trans Union LLC/Trans Union Financing Corp. 11.375% 6/15/18 (c)

2,930,000

3,365,691

 

48,065,155

Diversified Media - 3.8%

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

1,360,000

1,436,568

Catalina Marketing Corp. 10.5% 10/1/15 pay-in-kind (c)(d)

2,885,000

3,086,950

Clear Channel Worldwide Holdings, Inc.:

Series A 9.25% 12/15/17

385,000

415,800

Series B 9.25% 12/15/17

2,015,000

2,201,388

Entravision Communication Corp. 8.75% 8/1/17 (c)

830,000

879,800

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Diversified Media - continued

Interpublic Group of Companies, Inc.:

6.25% 11/15/14

$ 205,000

$ 220,888

10% 7/15/17

760,000

900,600

Liberty Media Corp. 8.25% 2/1/30

165,000

165,206

Nielsen Finance LLC/Nielsen Finance Co.:

0% 8/1/16 (b)

6,400,000

6,528,000

7.75% 10/15/18 (c)

3,670,000

3,807,625

10% 8/1/14

2,475,000

2,598,750

11.5% 5/1/16

1,435,000

1,643,075

11.625% 2/1/14

3,605,000

4,127,725

Quebecor Media, Inc.:

7.75% 3/15/16

2,700,000

2,808,000

7.75% 3/15/16

2,425,000

2,522,000

 

33,342,375

Electric Utilities - 5.2%

AES Corp.:

7.75% 3/1/14

2,155,000

2,343,563

7.75% 10/15/15

1,630,000

1,784,850

8% 10/15/17

3,010,000

3,311,000

9.75% 4/15/16

905,000

1,052,063

Calpine Construction Finance Co. LP 8% 6/1/16 (c)

1,910,000

2,072,350

Dynegy Holdings, Inc. 7.5% 6/1/15 (c)

2,155,000

1,670,125

Energy Future Intermediate Holding Co. LLC / EFIH Finance, Inc. 10% 12/1/20

3,085,000

3,216,113

GenOn Escrow Corp.:

9.5% 10/15/18 (c)

1,450,000

1,408,240

9.875% 10/15/20 (c)

1,400,000

1,358,000

Intergen NV 9% 6/30/17 (c)

2,470,000

2,667,600

Mirant Americas Generation LLC:

8.5% 10/1/21

2,955,000

2,895,900

9.125% 5/1/31

3,815,000

3,624,250

NRG Energy, Inc. 7.375% 2/1/16

3,165,000

3,291,600

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

8,320,000

7,560,800

Otter Tail Corp. 9% 12/15/16

1,675,000

1,792,250

RRI Energy, Inc. 7.625% 6/15/14

5,550,000

5,591,625

 

45,640,329

Energy - 7.6%

Anadarko Petroleum Corp.:

5.95% 9/15/16

1,485,000

1,624,783

6.375% 9/15/17

691,000

767,692

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - continued

Anadarko Petroleum Corp.: - continued

6.95% 6/15/19

$ 695,000

$ 786,807

Antero Resources Finance Corp. 9.375% 12/1/17

2,225,000

2,372,295

Continental Resources, Inc. 7.125% 4/1/21 (c)

1,405,000

1,510,375

Crosstex Energy/Crosstex Energy Finance Corp. 8.875% 2/15/18

1,205,000

1,301,400

Denbury Resources, Inc. 9.75% 3/1/16

3,420,000

3,873,150

Drummond Co., Inc. 7.375% 2/15/16

4,705,000

4,846,150

Edgen Murray Corp. 12.25% 1/15/15

3,450,000

2,811,750

El Paso Corp.:

7% 6/15/17

1,105,000

1,209,975

7.25% 6/1/18

1,535,000

1,703,850

Energy Transfer Equity LP 7.5% 10/15/20

1,845,000

2,008,836

Expro Finance Luxembourg SCA 8.5% 12/15/16 (c)

1,905,000

1,866,900

Frontier Oil Corp. 8.5% 9/15/16

1,990,000

2,094,475

Hercules Offshore, Inc. 10.5% 10/15/17 (c)

15,000

11,625

Inergy LP/Inergy Finance Corp. 7% 10/1/18 (c)

1,590,000

1,657,575

LINN Energy LLC:

7.75% 2/1/21 (c)

1,660,000

1,720,175

8.625% 4/15/20 (c)

2,100,000

2,268,000

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

2,640,000

1,980,000

Pan American Energy LLC 7.875% 5/7/21 (c)

2,730,000

2,893,800

Parker Drilling Co. 9.125% 4/1/18

675,000

702,000

Petrohawk Energy Corp.:

7.25% 8/15/18

1,675,000

1,742,000

7.875% 6/1/15

985,000

1,044,100

10.5% 8/1/14

1,845,000

2,100,902

Pioneer Natural Resources Co.:

6.65% 3/15/17

2,715,000

2,925,413

7.5% 1/15/20

1,610,000

1,811,250

Plains Exploration & Production Co.:

7% 3/15/17

970,000

1,006,375

7.625% 6/1/18

965,000

1,032,550

7.75% 6/15/15

2,895,000

3,054,225

10% 3/1/16

1,435,000

1,643,075

Quicksilver Resources, Inc.:

7.125% 4/1/16

3,405,000

3,251,775

9.125% 8/15/19

1,405,000

1,489,300

11.75% 1/1/16

1,520,000

1,736,600

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - continued

Range Resources Corp. 6.75% 8/1/20

$ 2,025,000

$ 2,171,813

Targa Resources Partners LP/Targa Resources Partners Finance Corp. 7.875% 10/15/18 (c)

1,830,000

1,939,800

 

66,960,791

Entertainment/Film - 0.5%

MCE Finance Ltd. 10.25% 5/15/18 (c)

3,550,000

4,011,500

Environmental - 0.1%

EnergySolutions, Inc. / EnergySolutions LLC 10.75% 8/15/18 (c)

790,000

865,050

Food and Drug Retail - 0.5%

Albertsons, Inc.:

7.45% 8/1/29

675,000

546,750

7.75% 6/15/26

200,000

166,000

8% 5/1/31

1,015,000

824,688

SUPERVALU, Inc. 8% 5/1/16

1,475,000

1,493,438

Tops Markets LLC 10.125% 10/15/15 (c)

1,275,000

1,377,000

 

4,407,876

Food/Beverage/Tobacco - 0.3%

C&S Group Enterprises LLC 8.375% 5/1/17 (c)

945,000

945,000

NBTY, Inc. 9% 10/1/18 (c)

1,960,000

2,087,400

 

3,032,400

Gaming - 2.3%

Chukchansi Economic Development Authority:

4.1226% 11/15/12 (c)(d)

360,000

228,600

8% 11/15/13 (c)

935,000

598,400

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

915,000

926,438

MGM Mirage, Inc.:

5.875% 2/27/14

965,000

858,850

6.625% 7/15/15

3,615,000

3,145,050

6.75% 9/1/12

695,000

681,100

6.75% 4/1/13

275,000

266,750

7.5% 6/1/16

935,000

829,813

MGM Resorts International:

10% 11/1/16 (c)

2,900,000

2,856,500

11.375% 3/1/18

790,000

815,675

Scientific Games Corp.:

7.875% 6/15/16 (c)

1,285,000

1,339,613

9.25% 6/15/19

1,530,000

1,683,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Gaming - continued

Seneca Gaming Corp.:

Series B, 7.25% 5/1/12

$ 1,535,000

$ 1,496,625

7.25% 5/1/12

1,430,000

1,394,250

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 7.75% 8/15/20 (c)

2,960,000

3,211,600

 

20,332,264

Healthcare - 5.9%

Biomet, Inc.:

10% 10/15/17

1,505,000

1,670,550

10.375% 10/15/17 pay-in-kind (d)

225,000

250,313

DaVita, Inc.:

6.375% 11/1/18

1,030,000

1,053,175

6.625% 11/1/20

890,000

912,250

DJO Finance LLC/DJO Finance Corp.:

9.75% 10/15/17 (c)

250,000

260,625

10.875% 11/15/14

5,230,000

5,739,925

HCA, Inc.:

8.5% 4/15/19

1,950,000

2,186,438

9.125% 11/15/14

5,535,000

5,784,075

9.25% 11/15/16

2,600,000

2,814,500

9.625% 11/15/16 pay-in-kind (d)

2,398,000

2,601,830

9.875% 2/15/17

1,010,000

1,133,725

HealthSouth Corp.:

7.25% 10/1/18

1,470,000

1,528,800

7.75% 9/15/22

785,000

816,400

Mylan, Inc.:

7.625% 7/15/17 (c)

2,055,000

2,270,775

7.875% 7/15/20 (c)

1,410,000

1,572,150

Omega Healthcare Investors, Inc.:

7% 4/1/14

4,420,000

4,508,400

7% 1/15/16

2,895,000

2,996,325

7.5% 2/15/20 (c)

1,190,000

1,261,400

Senior Housing Properties Trust 6.75% 4/15/20

1,825,000

1,934,500

Vanguard Health Holding Co. II LLC/Vanguard Health Holding Co. II, Inc.:

8% 2/1/18

4,465,000

4,677,088

8% 2/1/18 (c)

1,895,000

1,985,013

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Healthcare - continued

Ventas Realty LP:

6.5% 6/1/16

$ 1,715,000

$ 1,792,175

6.5% 6/1/16

1,730,000

1,807,850

 

51,558,282

Homebuilding/Real Estate - 1.1%

CB Richard Ellis Services, Inc. 6.625% 10/15/20 (c)

1,040,000

1,050,400

KB Home 7.25% 6/15/18

1,250,000

1,212,500

Lennar Corp.:

5.6% 5/31/15

390,000

368,550

12.25% 6/1/17

2,765,000

3,318,000

Standard Pacific Corp.:

7% 8/15/15

730,000

719,050

8.375% 5/15/18

1,200,000

1,242,000

10.75% 9/15/16

1,650,000

1,856,250

 

9,766,750

Hotels - 0.8%

Host Hotels & Resorts LP:

6% 11/1/20 (c)

2,490,000

2,490,000

6.875% 11/1/14

225,000

232,313

9% 5/15/17

1,415,000

1,588,338

Host Marriott LP 7.125% 11/1/13

2,764,000

2,805,460

 

7,116,111

Leisure - 2.5%

Equinox Holdings, Inc. 9.5% 2/1/16 (c)

2,145,000

2,252,250

GWR Operating Partnership LLP 10.875% 4/1/17 (c)

1,280,000

1,355,200

NCL Corp. Ltd. 11.75% 11/15/16

1,065,000

1,230,075

Royal Caribbean Cruises Ltd.:

6.875% 12/1/13

1,675,000

1,796,438

7.25% 3/15/18

950,000

1,016,500

11.875% 7/15/15

975,000

1,218,750

yankee:

7% 6/15/13

3,660,000

3,961,950

7.25% 6/15/16

3,345,000

3,646,050

7.5% 10/15/27

1,605,000

1,588,950

Town Sports International Holdings, Inc. 11% 2/1/14

708,000

698,265

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Leisure - continued

Universal City Development Partners Ltd./UCDP Finance, Inc.:

8.875% 11/15/15

$ 845,000

$ 895,700

10.875% 11/15/16

1,905,000

2,105,025

 

21,765,153

Metals/Mining - 2.3%

Arch Coal, Inc.:

7.25% 10/1/20

370,000

403,300

8.75% 8/1/16

1,345,000

1,506,400

Arch Western Finance LLC 6.75% 7/1/13

469,000

476,035

CONSOL Energy, Inc.:

8% 4/1/17 (c)

1,810,000

1,977,425

8.25% 4/1/20 (c)

1,210,000

1,343,100

Drummond Co., Inc. 9% 10/15/14 (c)

565,000

601,725

FMG Finance Property Ltd.:

10% 9/1/13 (c)

1,205,000

1,500,225

10.625% 9/1/16 (c)

1,205,000

1,777,375

FMG Resources (August 2006) Pty Ltd. 7% 11/1/15 (c)

2,870,000

2,941,750

Massey Energy Co. 6.875% 12/15/13

5,000,000

5,068,750

Severstal Columbus LLC 10.25% 2/15/18 (c)

2,695,000

2,856,700

 

20,452,785

Paper - 0.6%

Boise Paper LLC/Boise Co-Issuer Co. 8% 4/1/20

900,000

941,670

Verso Paper Holdings LLC/Verso Paper, Inc.:

9.125% 8/1/14

1,050,000

1,076,250

11.5% 7/1/14

3,130,000

3,474,300

 

5,492,220

Publishing/Printing - 0.4%

ProQuest LLC/ProQuest Notes Co. 9% 10/15/18 (c)

2,515,000

2,640,750

Visant Corp. 10% 10/1/17 (c)

1,135,000

1,200,263

 

3,841,013

Services - 4.2%

Aircastle Ltd. 9.75% 8/1/18

1,760,000

1,918,400

ARAMARK Corp.:

3.9656% 2/1/15 (d)

3,755,000

3,501,538

8.5% 2/1/15

2,260,000

2,373,000

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

7.625% 5/15/14

3,910,000

4,017,525

7.75% 5/15/16

2,195,000

2,227,925

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Services - continued

Fidelity National Information Services, Inc.:

7.625% 7/15/17 (c)

$ 650,000

$ 702,000

7.875% 7/15/20 (c)

865,000

942,850

FTI Consulting, Inc. 6.75% 10/1/20 (c)

2,165,000

2,257,013

Hertz Corp.:

7.5% 10/15/18 (c)

4,535,000

4,659,713

8.875% 1/1/14

2,080,000

2,132,000

10.5% 1/1/16

2,475,000

2,623,500

McJunkin Red Man Corp. 9.5% 12/15/16 (c)

4,560,000

4,172,400

PHH Corp. 9.25% 3/1/16 (c)

1,340,000

1,370,150

Rural/Metro Corp. 12.75% 3/15/16

1,739,000

1,860,730

ServiceMaster Co. 10.75% 7/15/15 pay-in-kind (c)(d)

2,045,000

2,188,150

 

36,946,894

Shipping - 1.3%

Navios Maritime Holdings, Inc.:

8.875% 11/1/17 (c)

1,580,000

1,682,700

9.5% 12/15/14

2,415,000

2,505,563

Overseas Shipholding Group, Inc.:

7.5% 2/15/24

260,000

229,775

8.125% 3/30/18

1,980,000

2,079,000

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

3,995,000

4,064,913

Teekay Corp. 8.5% 1/15/20

940,000

1,045,750

 

11,607,701

Specialty Retailing - 1.0%

Sears Holdings Corp. 6.625% 10/15/18 (c)

4,505,000

4,477,069

Toys 'R' Us Property Co. I LLC 10.75% 7/15/17

4,020,000

4,572,750

 

9,049,819

Steels - 0.9%

Algoma Acquisition Corp. 9.875% 6/15/15 (c)

260,000

239,200

Essar Steel Algoma, Inc. 9.375% 3/15/15 (c)

2,085,000

2,152,763

Steel Dynamics, Inc. 6.75% 4/1/15

3,780,000

3,893,400

Tube City IMS Corp. 9.75% 2/1/15

1,156,000

1,203,685

 

7,489,048

Super Retail - 1.6%

AutoNation, Inc. 6.75% 4/15/18

3,045,000

3,128,738

Netflix, Inc. 8.5% 11/15/17

2,560,000

2,873,600

QVC, Inc. 7.125% 4/15/17 (c)

1,015,000

1,068,288

The Bon-Ton Department Stores, Inc. 10.25% 3/15/14

2,050,000

2,091,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Super Retail - continued

Toys 'R' Us Property Co. II LLC 8.5% 12/1/17 (c)

$ 3,285,000

$ 3,531,375

Toys 'R' Us, Inc. 7.375% 9/1/16 (c)

1,005,000

1,045,200

 

13,738,201

Technology - 5.5%

Advanced Micro Devices, Inc. 7.75% 8/1/20 (c)

1,700,000

1,802,000

Amkor Technology, Inc. 7.375% 5/1/18 (c)

1,955,000

2,033,200

Avaya, Inc.:

9.75% 11/1/15

1,990,000

2,004,925

10.125% 11/1/15 pay-in-kind (d)

3,378,985

3,404,327

Freescale Semiconductor, Inc.:

9.125% 12/15/14 pay-in-kind (d)

2,431,109

2,473,653

9.25% 4/15/18 (c)

1,870,000

2,000,900

10.125% 12/15/16

3,245,000

3,163,875

10.125% 3/15/18 (c)

3,475,000

3,831,188

Jabil Circuit, Inc.:

5.625% 12/15/20

650,000

655,655

7.75% 7/15/16

1,615,000

1,861,288

8.25% 3/15/18

1,215,000

1,424,588

Lucent Technologies, Inc.:

6.45% 3/15/29

4,400,000

3,674,000

6.5% 1/15/28

1,065,000

886,613

Seagate HDD Cayman 6.875% 5/1/20 (c)

795,000

798,975

Seagate Technology HDD Holdings 6.8% 10/1/16

1,995,000

2,029,913

SunGard Data Systems, Inc. 10.25% 8/15/15

3,020,000

3,178,550

Terremark Worldwide, Inc. 12% 6/15/17

3,200,000

3,664,000

Viasystems, Inc. 12% 1/15/15 (c)

1,110,000

1,241,813

Xerox Capital Trust I 8% 2/1/27

7,625,000

7,823,557

 

47,953,020

Telecommunications - 12.0%

Citizens Communications Co.:

7.875% 1/15/27

635,000

654,050

9% 8/15/31

1,390,000

1,549,850

Cleveland Unlimited, Inc. 11.5% 12/15/10 (c)(d)

865,000

856,350

Cricket Communications, Inc.:

7.75% 5/15/16

1,955,000

2,091,850

9.375% 11/1/14

990,000

1,037,025

Digicel Group Ltd.:

8.25% 9/1/17 (c)

2,150,000

2,257,500

8.875% 1/15/15 (c)

3,935,000

3,994,025

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Telecommunications - continued

Digicel Group Ltd.: - continued

9.125% 1/15/15 pay-in-kind (c)(d)

$ 2,020,000

$ 2,055,350

12% 4/1/14 (c)

2,200,000

2,552,000

Equinix, Inc. 8.125% 3/1/18

1,960,000

2,082,500

Frontier Communications Corp.:

7.875% 4/15/15

2,440,000

2,726,700

8.125% 10/1/18

3,460,000

3,944,400

8.25% 5/1/14

2,285,000

2,561,942

8.25% 4/15/17

1,775,000

2,023,500

8.5% 4/15/20

605,000

698,775

Global Crossing Ltd. 12% 9/15/15

1,940,000

2,206,750

Intelsat Bermuda Ltd.:

11.25% 2/4/17

1,055,000

1,128,850

12% 2/4/17 pay-in-kind (d)

5,856,241

6,255,084

Intelsat Jackson Holdings Ltd.:

9.5% 6/15/16

2,705,000

2,884,342

11.5% 6/15/16

2,260,000

2,446,450

Intelsat Jackson Holdings SA 7.25% 10/15/20 (c)

3,005,000

3,050,075

Intelsat Ltd.:

6.5% 11/1/13

5,335,000

5,375,013

7.625% 4/15/12

1,215,000

1,257,525

11.25% 6/15/16

745,000

810,188

Intelsat Subsidiary Holding Co. Ltd.:

8.875% 1/15/15 (c)

280,000

288,400

8.875% 1/15/15

4,255,000

4,403,925

MetroPCS Wireless, Inc.:

7.875% 9/1/18

2,490,000

2,670,525

9.25% 11/1/14

2,350,000

2,458,570

Nextel Communications, Inc.:

5.95% 3/15/14

5,460,000

5,480,475

6.875% 10/31/13

3,580,000

3,606,850

7.375% 8/1/15

4,635,000

4,652,381

NII Capital Corp.:

8.875% 12/15/19

1,875,000

2,081,250

10% 8/15/16

1,680,000

1,904,700

Qwest Communications International, Inc.:

7.125% 4/1/18 (c)

1,705,000

1,803,038

7.5% 2/15/14

1,040,000

1,060,800

8% 10/1/15

2,465,000

2,680,688

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Telecommunications - continued

Qwest Corp.:

3.5422% 6/15/13 (d)

$ 2,450,000

$ 2,566,375

8.375% 5/1/16

855,000

1,030,532

Sprint Nextel Corp. 6% 12/1/16

2,445,000

2,445,000

U.S. West Communications 7.5% 6/15/23

2,780,000

2,800,850

Wind Acquisition Finance SA 11.75% 7/15/17 (c)

3,060,000

3,473,100

Wind Acquisition Holdings Finance SA 12.25% 7/15/17 pay-in-kind (c)(d)

2,951,867

3,294,550

 

105,202,103

Trucking & Freight - 0.3%

Swift Transportation Co., Inc. 12.5% 5/15/17 (c)

2,825,000

2,867,375

TOTAL NONCONVERTIBLE BONDS

777,651,824

TOTAL CORPORATE BONDS

(Cost $709,280,857)

782,693,940

Preferred Stocks - 0.4%

Shares

 

Convertible Preferred Stocks - 0.1%

Electric Utilities - 0.1%

AES Trust III 6.75%

23,000

1,111,130

Nonconvertible Preferred Stocks - 0.3%

Diversified Financial Services - 0.3%

GMAC, Inc. 7.00% (c)

2,570

2,268,025

TOTAL PREFERRED STOCKS

(Cost $3,338,549)

3,379,155

Floating Rate Loans - 5.4%

 

Principal Amount

Value

Air Transportation - 0.5%

Delta Air Lines, Inc. Tranche 2LN, term loan 3.5391% 4/30/14 (d)

$ 1,734,989

$ 1,682,939

United Air Lines, Inc. Tranche B, term loan 2.3125% 2/1/14 (d)

167,912

159,517

US Airways Group, Inc. term loan 2.7884% 3/23/14 (d)

2,911,383

2,620,245

 

4,462,701

Automotive - 0.4%

Federal-Mogul Corp.:

Tranche B, term loan 2.1975% 12/27/14 (d)

2,593,678

2,282,437

Tranche C, term loan 2.1975% 12/27/15 (d)

1,561,214

1,362,159

 

3,644,596

Broadcasting - 0.6%

Clear Channel Capital I LLC Tranche B, term loan 3.9053% 1/29/16 (d)

2,320,000

1,841,500

Univision Communications, Inc. term loan 4.5063% 3/31/17 (d)

3,631,700

3,450,115

 

5,291,615

Cable TV - 0.1%

Charter Communications Operating LLC Tranche B 1LN, term loan 2.26% 3/6/14 (d)

966,149

949,242

Capital Goods - 0.5%

Dresser, Inc. Tranche 2LN, term loan 6.1119% 5/4/15 pay-in-kind (d)

4,090,000

4,069,550

Containers - 0.3%

Anchor Glass Container Corp.:

Tranche 1LN, term loan 6% 3/2/16 (d)

1,310,654

1,310,654

Tranche 2LN, term loan 10% 9/2/16 (d)

1,480,000

1,472,600

 

2,783,254

Diversified Financial Services - 0.4%

AWAS Aviation Acquisitions Ltd. term loan 7.75% 6/10/16 (d)

3,050,000

3,122,438

Fifth Third Processing Solutions:

Tranche 1LN, term loan 10/29/16

215,000

212,850

Tranche 2LN, term loan 8.25% 10/29/17 (d)

50,000

49,500

 

3,384,788

Floating Rate Loans - continued

 

Principal Amount

Value

Electric Utilities - 0.8%

Ashmore Energy International:

Revolving Credit-Linked Deposit 3.2894% 3/30/12 (d)

$ 547,730

$ 529,245

term loan 3.2894% 3/30/14 (d)

6,304,338

6,091,567

 

6,620,812

Gaming - 0.2%

Las Vegas Sands LLC:

Tranche B, term loan 3.03% 11/23/16 (d)

1,509,120

1,409,141

Tranche I, term loan 3.03% 11/23/16 (d)

309,151

288,670

 

1,697,811

Leisure - 0.3%

Blackstone UTP Capital LLC term loan 7.75% 11/2/14

2,699,600

2,740,094

Publishing/Printing - 0.2%

Newsday LLC term loan 10.5% 8/1/13

780,000

834,600

Visant Corp. Tranche B, term loan 7% 12/22/16 (d)

1,080,000

1,089,450

 

1,924,050

Technology - 0.2%

Avaya, Inc. term loan 3.0575% 10/24/14 (d)

1,572,758

1,431,210

Telecommunications - 0.9%

Asurion Corp.:

Tranche 2LN, term loan 6.7563% 7/3/15 (d)

3,955,000

3,688,038

Tranche B 2LN, term loan 6.75% 3/31/15 (d)

3,320,000

3,261,900

Intelsat Jackson Holdings Ltd. term loan 3.29% 2/1/14 (d)

1,335,000

1,268,250

 

8,218,188

TOTAL FLOATING RATE LOANS

(Cost $44,746,095)

47,217,911

Money Market Funds - 3.8%

Shares

Value

Fidelity Cash Central Fund, 0.23% (a)
(Cost $34,008,915)

34,008,915

$ 34,008,915

TOTAL INVESTMENT PORTFOLIO - 98.7%

(Cost $791,374,416)

867,299,921

NET OTHER ASSETS (LIABILITIES) - 1.3%

11,315,597

NET ASSETS - 100%

$ 878,615,518

Legend

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

(b) 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.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $248,623,096 or 28.3% of net assets.

(d) 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

$ 63,583

Other Information

The following is a summary of the inputs used, as of October 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Financials

$ 2,268,025

$ -

$ 2,268,025

$ -

Utilities

1,111,130

-

1,111,130

-

Corporate Bonds

782,693,940

-

782,693,940

-

Floating Rate Loans

47,217,911

-

47,217,911

-

Money Market Funds

34,008,915

34,008,915

-

-

Total Investments in Securities:

$ 867,299,921

$ 34,008,915

$ 833,291,006

$ -

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

United States of America

84.2%

Bermuda

5.3%

Canada

3.3%

Cayman Islands

1.9%

Liberia

1.5%

Luxembourg

1.0%

Others (Individually Less Than 1%)

2.8%

 

100.0%

Income Tax Information

At October 31, 2010, the fund had a capital loss carryforward of approximately $26,981,121 all of which will expire on October 31, 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2010

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $757,365,501)

$ 833,291,006

 

Fidelity Central Funds (cost $34,008,915)

34,008,915

 

Total Investments (cost $791,374,416)

 

$ 867,299,921

Cash

1,058,502

Receivable for investments sold

2,506,674

Receivable for fund shares sold

5,379,494

Dividends receivable

44,487

Interest receivable

16,941,687

Distributions receivable from Fidelity Central Funds

8,556

Receivable from investment adviser for expense reductions

9,073

Other receivables

2,412

Total assets

893,250,806

 

 

 

Liabilities

Payable for investments purchased

$ 11,244,524

Payable for fund shares redeemed

1,710,911

Distributions payable

825,213

Accrued management fee

407,212

Distribution and service plan fees payable

203,314

Other affiliated payables

169,508

Other payables and accrued expenses

74,606

Total liabilities

14,635,288

 

 

 

Net Assets

$ 878,615,518

Net Assets consist of:

 

Paid in capital

$ 817,695,385

Undistributed net investment income

12,073,287

Accumulated undistributed net realized gain (loss) on investments

(27,074,121)

Net unrealized appreciation (depreciation) on investments

75,920,967

Net Assets

$ 878,615,518

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2010

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($278,577,145 ÷ 32,440,669 shares)

$ 8.59

 

 

 

Maximum offering price per share (100/96.00 of $8.59)

$ 8.95

Class T:
Net Asset Value
and redemption price per share ($119,576,042 ÷ 13,944,892 shares)

$ 8.57

 

 

 

Maximum offering price per share (100/96.00 of $8.57)

$ 8.93

Class B:
Net Asset Value
and offering price per share ($29,064,632 ÷ 3,392,354 shares)A

$ 8.57

 

 

 

Class C:
Net Asset Value
and offering price per share ($121,796,257 ÷ 14,214,150 shares)A

$ 8.57

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($329,601,442 ÷ 38,329,387 shares)

$ 8.60

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

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

Annual Report

Statement of Operations

 

Year ended October 31, 2010

 

 

 

Investment Income

 

 

Dividends

 

$ 151,012

Interest

 

69,709,117

Income from Fidelity Central Funds

 

63,583

Total income

 

69,923,712

 

 

 

Expenses

Management fee

$ 4,463,245

Transfer agent fees

1,659,401

Distribution and service plan fees

2,278,805

Accounting fees and expenses

294,181

Custodian fees and expenses

21,392

Independent trustees' compensation

4,420

Registration fees

114,350

Audit

63,213

Legal

54,186

Miscellaneous

10,529

Total expenses before reductions

8,963,722

Expense reductions

(132,083)

8,831,639

Net investment income

61,092,073

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

27,897,693

Change in net unrealized appreciation (depreciation) on investment securities

37,579,543

Net gain (loss)

65,477,236

Net increase (decrease) in net assets resulting from operations

$ 126,569,309

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2010

Year ended
October 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 61,092,073

$ 49,321,902

Net realized gain (loss)

27,897,693

(37,947,386)

Change in net unrealized appreciation (depreciation)

37,579,543

160,152,496

Net increase (decrease) in net assets resulting
from operations

126,569,309

171,527,012

Distributions to shareholders from net investment income

(56,793,977)

(43,012,938)

Share transactions - net increase (decrease)

30,984,510

320,669,955

Redemption fees

118,631

259,288

Total increase (decrease) in net assets

100,878,473

449,443,317

 

 

 

Net Assets

Beginning of period

777,737,045

328,293,728

End of period (including undistributed net investment income of $12,073,287 and undistributed net investment income of $7,747,507, respectively)

$ 878,615,518

$ 777,737,045

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.87

$ 6.48

$ 9.13

$ 9.26

$ 9.15

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .637

  .625

  .645

  .661

  .634

Net realized and unrealized gain (loss)

  .673

  1.318

  (2.616)

  (.078)

  .214

Total from investment operations

  1.310

  1.943

  (1.971)

  .583

  .848

Distributions from net investment income

  (.591)

  (.556)

  (.621)

  (.664)

  (.613)

Distributions from net realized gain

  -

  -

  (.060)

  (.050)

  (.135)

Total distributions

  (.591)

  (.556)

  (.681)

  (.714)

  (.748)

Redemption fees added to paid in capital C

  .001

  .003

  .002

  .001

  .010

Net asset value, end of period

$ 8.59

$ 7.87

$ 6.48

$ 9.13

$ 9.26

Total Return A, B

  17.33%

  31.69%

  (23.03)%

  6.46%

  9.82%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.06%

  1.09%

  1.12%

  1.04%

  1.01%

Expenses net of fee waivers, if any

  1.06%

  1.09%

  1.10%

  1.04%

  1.00%

Expenses net of all reductions

  1.06%

  1.08%

  1.10%

  1.03%

  1.00%

Net investment income

  7.81%

  8.91%

  7.65%

  7.11%

  6.95%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 278,577

$ 282,936

$ 89,571

$ 110,703

$ 130,666

Portfolio turnover rate E

  79%

  54%

  62%

  69%

  72%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.86

$ 6.48

$ 9.12

$ 9.25

$ 9.14

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .633

  .622

  .645

  .654

  .624

Net realized and unrealized gain (loss)

  .665

  1.310

  (2.606)

  (.077)

  .215

Total from investment operations

  1.298

  1.932

  (1.961)

  .577

  .839

Distributions from net investment income

  (.589)

  (.555)

  (.621)

  (.658)

  (.604)

Distributions from net realized gain

  -

  -

  (.060)

  (.050)

  (.135)

Total distributions

  (.589)

  (.555)

  (.681)

  (.708)

  (.739)

Redemption fees added to paid in capital C

  .001

  .003

  .002

  .001

  .010

Net asset value, end of period

$ 8.57

$ 7.86

$ 6.48

$ 9.12

$ 9.25

Total Return A, B

  17.17%

  31.52%

  (22.94)%

  6.40%

  9.73%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.11%

  1.16%

  1.19%

  1.15%

  1.18%

Expenses net of fee waivers, if any

  1.10%

  1.10%

  1.10%

  1.10%

  1.10%

Expenses net of all reductions

  1.10%

  1.10%

  1.10%

  1.10%

  1.10%

Net investment income

  7.78%

  8.89%

  7.65%

  7.04%

  6.85%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 119,576

$ 111,601

$ 43,018

$ 57,798

$ 68,487

Portfolio turnover rate E

  79%

  54%

  62%

  69%

  72%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.85

$ 6.47

$ 9.11

$ 9.25

$ 9.14

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .579

  .571

  .593

  .593

  .565

Net realized and unrealized gain (loss)

  .676

  1.317

  (2.609)

  (.086)

  .215

Total from investment operations

  1.255

  1.888

  (2.016)

  .507

  .780

Distributions from net investment income

  (.536)

  (.511)

  (.566)

  (.598)

  (.545)

Distributions from net realized gain

  -

  -

  (.060)

  (.050)

  (.135)

Total distributions

  (.536)

  (.511)

  (.626)

  (.648)

  (.680)

Redemption fees added to paid in capital C

  .001

  .003

  .002

  .001

  .010

Net asset value, end of period

$ 8.57

$ 7.85

$ 6.47

$ 9.11

$ 9.25

Total Return A, B

  16.58%

  30.73%

  (23.47)%

  5.61%

  9.03%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.80%

  1.81%

  1.82%

  1.79%

  1.81%

Expenses net of fee waivers, if any

  1.75%

  1.75%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.75%

  1.75%

  1.75%

  1.75%

  1.75%

Net investment income

  7.13%

  8.25%

  7.00%

  6.39%

  6.20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 29,065

$ 32,894

$ 21,429

$ 41,049

$ 51,362

Portfolio turnover rate E

  79%

  54%

  62%

  69%

  72%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.85

$ 6.47

$ 9.11

$ 9.25

$ 9.14

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .575

  .572

  .583

  .584

  .556

Net realized and unrealized gain (loss)

  .675

  1.309

  (2.608)

  (.085)

  .215

Total from investment operations

  1.250

  1.881

  (2.025)

  .499

  .771

Distributions from net investment income

  (.531)

  (.504)

  (.557)

  (.590)

  (.536)

Distributions from net realized gain

  -

  -

  (.060)

  (.050)

  (.135)

Total distributions

  (.531)

  (.504)

  (.617)

  (.640)

  (.671)

Redemption fees added to paid in capital C

  .001

  .003

  .002

  .001

  .010

Net asset value, end of period

$ 8.57

$ 7.85

$ 6.47

$ 9.11

$ 9.25

Total Return A, B

  16.51%

  30.60%

  (23.54)%

  5.51%

  8.92%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.81%

  1.85%

  1.86%

  1.84%

  1.86%

Expenses net of fee waivers, if any

  1.81%

  1.85%

  1.85%

  1.84%

  1.85%

Expenses net of all reductions

  1.81%

  1.85%

  1.85%

  1.84%

  1.85%

Net investment income

  7.07%

  8.15%

  6.90%

  6.30%

  6.10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 121,796

$ 98,361

$ 30,619

$ 50,700

$ 52,796

Portfolio turnover rate E

  79%

  54%

  62%

  69%

  72%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.88

$ 6.49

$ 9.14

$ 9.27

$ 9.16

Income from Investment Operations

 

 

 

 

 

Net investment income B

  .655

  .637

  .669

  .678

  .648

Net realized and unrealized gain (loss)

  .673

  1.323

  (2.619)

  (.078)

  .214

Total from investment operations

  1.328

  1.960

  (1.950)

  .600

  .862

Distributions from net investment income

  (.609)

  (.573)

  (.642)

  (.681)

  (.627)

Distributions from net realized gain

  -

  -

  (.060)

  (.050)

  (.135)

Total distributions

  (.609)

  (.573)

  (.702)

  (.731)

  (.762)

Redemption fees added to paid in capital B

  .001

  .003

  .002

  .001

  .010

Net asset value, end of period

$ 8.60

$ 7.88

$ 6.49

$ 9.14

$ 9.27

Total Return A

  17.55%

  31.95%

  (22.81)%

  6.65%

  9.98%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .89%

  .90%

  .92%

  .90%

  .91%

Expenses net of fee waivers, if any

  .85%

  .85%

  .85%

  .85%

  .85%

Expenses net of all reductions

  .85%

  .85%

  .85%

  .85%

  .85%

Net investment income

  8.03%

  9.15%

  7.90%

  7.29%

  7.10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 329,601

$ 251,945

$ 143,656

$ 206,188

$ 208,205

Portfolio turnover rate D

  79%

  54%

  62%

  69%

  72%

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2010

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2010, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

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

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3. Significant Accounting Policies - continued

Security Valuation - continued

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

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

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

Gross unrealized appreciation

$ 85,994,772

Gross unrealized depreciation

(3,282,993)

Net unrealized appreciation (depreciation)

$ 82,711,779

 

 

Tax Cost

$ 784,588,142

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

Undistributed ordinary income

$ 5,190,814

Capital loss carryforward

$ (26,981,121)

Net unrealized appreciation (depreciation)

$ 82,707,241

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3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2010

October 31, 2009

Ordinary Income

$ 56,793,977

$ 43,012,938

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

4. Operating Policies.

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $605,984,848 and $597,660,495, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds

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Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 .57% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

-%

.25%

$ 669,565

$ 6,230

Class T

-%

.25%

279,713

588

Class B

.65%

.25%

273,285

197,572

Class C

.75%

.25%

1,056,242

282,521

 

 

 

$ 2,278,805

$ 486,911

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) 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

$ 76,235

Class T

17,524

Class B*

66,908

Class C*

22,144

 

$ 182,811

* 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.

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6. Fees and Other Transactions with Affiliates - continued

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

 

Amount

% of
Average
Net Assets

Class A

$ 471,301

.18

Class T

251,911

.23

Class B

79,879

.26

Class C

176,845

.17

Institutional Class

679,465

.25

 

$ 1,659,401

 

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

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,072 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class T

1.10%

$ 14,534

Class B

1.75%

15,539

Institutional Class

.85%

100,892

 

 

$ 130,965

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 $20 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1,098.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2010

2009

From net investment income

 

 

Class A

$ 19,564,063

$ 14,826,870

Class T

8,106,510

6,135,544

Class B

2,016,196

1,894,439

Class C

6,870,782

4,503,367

Institutional Class

20,236,426

15,652,718

Total

$ 56,793,977

$ 43,012,938

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

12,522,852

30,560,083

$ 102,338,670

$ 204,385,489

Reinvestment of distributions

1,933,676

1,768,218

15,757,880

12,459,517

Shares redeemed

(17,971,169)

(10,186,786)

(146,048,194)

(70,599,371)

Net increase (decrease)

(3,514,641)

22,141,515

$ (27,951,644)

$ 146,245,635

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10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class T

 

 

 

 

Shares sold

4,262,025

10,322,686

$ 34,864,789

$ 69,320,898

Reinvestment of distributions

801,021

709,444

6,526,420

4,967,568

Shares redeemed

(5,319,048)

(3,473,620)

(42,961,064)

(24,238,299)

Net increase (decrease)

(256,002)

7,558,510

$ (1,569,855)

$ 50,050,167

Class B

 

 

 

 

Shares sold

980,780

2,249,463

$ 7,948,435

$ 15,307,774

Reinvestment of distributions

178,898

178,901

1,455,158

1,237,038

Shares redeemed

(1,956,336)

(1,550,654)

(15,872,081)

(10,542,209)

Net increase (decrease)

(796,658)

877,710

$ (6,468,488)

$ 6,002,603

Class C

 

 

 

 

Shares sold

4,995,047

9,727,146

$ 40,775,675

$ 65,826,181

Reinvestment of distributions

603,900

438,112

4,920,435

3,085,477

Shares redeemed

(3,909,452)

(2,371,464)

(31,699,416)

(16,619,567)

Net increase (decrease)

1,689,495

7,793,794

$ 13,996,694

$ 52,292,091

Institutional Class

 

 

 

 

Shares sold

13,581,004

16,964,074

$ 111,569,405

$ 113,961,441

Reinvestment of distributions

2,217,926

2,049,342

18,146,842

14,203,877

Shares redeemed

(9,445,366)

(9,166,153)

(76,738,444)

(62,085,859)

Net increase (decrease)

6,353,564

9,847,263

$ 52,977,803

$ 66,079,459

11. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series I and Shareholders of Fidelity Advisor High Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor High Income Fund (the Fund), a fund of Fidelity Advisor Series I, including the schedule of investments, as of October 31, 2010, and the related statement of operations for the year then ended, the statement of changes in 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. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the custodians, agent banks, and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor High Income Fund as of October 31, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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.

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

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

Annual Report

Board Structure and Oversight Function. Edward C. Johnson 3d is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1991

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; 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 and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

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

Annual Report

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

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (57)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (71)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-

present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

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

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (45)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

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

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

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

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (49)

 

Year of Election or Appointment: 2009

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

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2010

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

John R. Hebble (52)

 

Year of Election or Appointment: 2009

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

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (42)

 

Year of Election or Appointment: 2010

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

Annual Report

Distributions (Unaudited)

A total of .04% 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 $41,208,970 of distributions paid during the period January 1, 2010 to October 31, 2010, as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor High Income Fund

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

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2010 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, 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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Advisor High Income Fund

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Advisor High Income Fund

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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 2009.

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

Total Expenses. 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 and Class B ranked below its competitive median for 2009, the total expenses of Class T ranked equal to its competitive median for 2009, and the total expenses of each of Class C and Institutional Class ranked above its competitive median for 2009. 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

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

Annual Report

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

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

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Research & Analysis Company

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

AHI-UANN-1210
1.784748.107

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(Fidelity Investment logo)(registered trademark)
Fidelity AdvisorSM
High Income
Fund - Institutional Class

Annual Report

October 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Equities have staged a rally in the second half of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remain about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

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

Average Annual Total Returns

Periods ended October 31, 2010

Past 1
year

Past 5
years

Past 10
years

  Institutional Class

17.55%

7.03%

7.43%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM High Income Fund - Institutional Class on October 31, 2000. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill Lynch US High Yield Constrained IndexSM performed over the same period.

fid382

Annual Report

Management's Discussion of Fund Performance

Market Recap: High-yield bonds posted strong gains during the 12 months ending October 31, 2010, with The BofA Merrill Lynch US High Yield Constrained IndexSM returning 19.08%. By comparison, the S&P 500® Index, a proxy for U.S. equity market performance, returned 16.52% and the Barclays Capital U.S. Aggregate Bond Index, which measures the performance of investment-grade bonds, gained 8.01%. The backdrop remained positive for high yield, with U.S. economic expansion on an upward trajectory, improved credit conditions, exceptionally low interest rates and better-than-expected corporate financial results. Many leveraged companies successfully refinanced their outstanding debt by issuing new bonds at lower prevailing rates that were still high enough to attract yield-hungry investors seeking alternatives to the anemic returns of higher-quality government bonds and money market instruments. The secondary market for high-yield bonds was active, paralleling a steady stream of new high-yield issuance that was generally well-received by market participants encouraged by an increasing number of credit upgrades. Fewer companies entered the distressed-securities market, and there was an uptick in merger-and-acquisition activity - another positive influence on the high-yield market. At times, equity market volatility hurt high-yield bonds, but these setbacks were temporary.

Comments from Matthew Conti, Portfolio Manager of Fidelity AdvisorSM High Income Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 17.33%, 17.17%, 16.58% and 16.51%, respectively (excluding sales charges), underperforming the BofA Merrill Lynch index. Underweightings in insurance and banks/thrifts detracted, as did unfavorable security selection within energy. From an asset allocation standpoint, the fund's modest cash position dragged on performance within a strong market, while an out-of-index stake in floating-rate bank debt also hurt. Untimely ownership of and an underweighting in insurance giant American International Group (AIG) dampened performance. Our positions in the senior debt of broadcaster Clear Channel Communications detracted, as did untimely ownership of natural gas exploration and production company Chesapeake Energy, not owning real estate investment trust and index component iStar Financial, and an investment in Edgen Murray, a distributor of products for the energy industry. On the plus side, strong security selection within electric utilities and technology helped, as did overweighting air transportation. Picks in diversified financials helped, but gains were offset by underweighting the group. Our positions in bonds issued by Texas electric utility TXU Energy contributed, as did Ford Motor Credit, AIG subsidiary International Lease Finance and underweighting credit card processor First Data. Some securities mentioned were not held at period end.

Comments from Matthew Conti, Portfolio Manager of Fidelity AdvisorSM High Income Fund: For the year, the fund's Institutional Class shares returned 17.55%, underperforming the BofA index. Underweightings in insurance and banks/thrifts detracted, as did unfavorable security selection within energy. From an asset allocation standpoint, the fund's modest cash position dragged on performance within a strong market, while an out-of-index stake in floating-rate bank debt also hurt. Untimely ownership of and an underweighting in insurance giant American International Group (AIG) dampened performance. Our positions in the senior debt of broadcaster Clear Channel Communications detracted, as did untimely ownership of natural gas exploration and production company Chesapeake Energy, not owning real estate investment trust and index component iStar Financial, and an investment in Edgen Murray, a distributor of products for the energy industry. On the plus side, strong security selection within electric utilities and technology helped, as did overweighting air transportation. Picks in diversified financials helped, but gains were offset by underweighting the group. Our positions in bonds issued by Texas electric utility TXU Energy contributed, as did Ford Motor Credit, AIG subsidiary International Lease Finance and underweighting credit card processor First Data. Some securities mentioned were not held at period end.

Annual Report

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2010).

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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2010

Ending
Account Value
October 31, 2010

Expenses Paid
During Period
*
May 1, 2010 to
October 31, 2010

Class A

1.06%

 

 

 

Actual

 

$ 1,000.00

$ 1,067.90

$ 5.52

HypotheticalA

 

$ 1,000.00

$ 1,019.86

$ 5.40

Class T

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.50

$ 5.73

HypotheticalA

 

$ 1,000.00

$ 1,019.66

$ 5.60

Class B

1.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,064.40

$ 9.11

HypotheticalA

 

$ 1,000.00

$ 1,016.38

$ 8.89

Class C

1.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,064.20

$ 9.31

HypotheticalA

 

$ 1,000.00

$ 1,016.18

$ 9.10

Institutional Class

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.90

$ 4.43

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Top Five Holdings as of October 31, 2010

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

International Lease Finance Corp.

2.2

1.2

Nielsen Finance LLC/Nielsen Finance Co.

2.1

1.6

Ford Motor Credit Co. LLC

2.1

1.7

HCA, Inc.

1.7

1.9

Nextel Communications, Inc.

1.5

1.8

 

9.6

Top Five Market Sectors as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Telecommunications

12.9

14.8

Energy

7.7

8.3

Diversified Financial Services

6.2

4.8

Electric Utilities

6.1

5.6

Technology

6.0

7.8

Quality Diversification (% of fund's net assets)

As of October 31, 2010

As of April 30, 2010

fid64

AAA,AA,A 0.0%

 

fid64

AAA,AA,A 0.2%

 

fid67

BBB 3.1%

 

fid67

BBB 2.6%

 

fid70

BB 29.0%

 

fid70

BB 30.1%

 

fid73

B 46.8%

 

fid73

B 43.8%

 

fid76

CCC,CC,C 13.3%

 

fid76

CCC,CC,C 15.5%

 

fid79

Not Rated 2.3%

 

fid79

Not Rated 3.1%

 

fid82

Equities 0.4%

 

fid82

Equities 0.7%

 

fid85

Short-Term Investments
and Net Other Assets 5.1%

 

fid85

Short-Term Investments
and Net Other Assets 4.0%

 

fid400

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

Asset Allocation (% of fund's net assets)

As of October 31, 2010 *

As of April 30, 2010 **

fid64

Nonconvertible
Bonds 88.5%

 

fid64

Nonconvertible
Bonds 88.6%

 

fid70

Convertible Bonds, Preferred Stocks 1.0%

 

fid70

Convertible Bonds, Preferred Stocks 1.0%

 

fid251

Floating Rate Loans 5.4%

 

fid251

Floating Rate Loans 6.4%

 

fid85

Short-Term Investments
and Net Other Assets 5.1%

 

fid85

Short-Term Investments
and Net Other Assets 4.0%

 

* Foreign investments

15.8%

 

** Foreign investments

14.1%

 

fid410

Annual Report

Investments October 31, 2010

Showing Percentage of Net Assets

Corporate Bonds - 89.1%

 

Principal Amount

Value

Convertible Bonds - 0.6%

Energy - 0.1%

Energy Conversion Devices, Inc. 3% 6/15/13

$ 710,000

$ 497,000

Metals/Mining - 0.2%

Massey Energy Co. 3.25% 8/1/15

1,580,000

1,507,794

Technology - 0.3%

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

3,255,000

3,037,322

TOTAL CONVERTIBLE BONDS

5,042,116

Nonconvertible Bonds - 88.5%

Aerospace - 1.2%

Alliant Techsystems, Inc. 6.875% 9/15/20

1,440,000

1,512,000

BE Aerospace, Inc.:

6.875% 10/1/20

955,000

1,012,300

8.5% 7/1/18

2,895,000

3,242,400

Esterline Technologies Corp. 7% 8/1/20 (c)

900,000

947,250

Sequa Corp.:

11.75% 12/1/15 (c)

2,820,000

3,066,750

13.5% 12/1/15 pay-in-kind (c)

564,499

616,715

 

10,397,415

Air Transportation - 2.9%

Air Canada 9.25% 8/1/15 (c)

3,525,000

3,692,438

American Airlines, Inc. 10.5% 10/15/12

2,235,000

2,430,563

American Airlines, Inc. pass-thru trust certificates:

6.977% 11/23/22

189,431

164,805

8.608% 10/1/12

200,000

202,000

10.375% 7/2/19

1,267,331

1,514,460

AMR Corp. 9% 8/1/12

775,000

775,000

Continental Airlines, Inc.:

pass-thru trust certificates:

8.388% 5/1/22

144,285

145,728

9.798% 4/1/21

1,534,629

1,534,629

6.75% 9/15/15 (c)

4,010,000

4,180,425

Continental Airlines, Inc. 9.25% 5/10/17

2,135,000

2,284,450

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

8.021% 8/10/22

1,604,004

1,672,174

8.954% 8/10/14

1,339,502

1,386,385

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

547,226

560,906

United Air Lines, Inc.:

9.875% 8/1/13 (c)

545,000

599,500

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Air Transportation - continued

United Air Lines, Inc.: - continued

12% 11/1/13 (c)

$ 695,000

$ 795,775

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

Class B, 7.336% 7/2/19

1,106,178

1,061,931

9.75% 1/15/17

1,594,140

1,849,203

12% 1/15/16 (c)

581,728

666,078

 

25,516,450

Automotive - 3.6%

Accuride Corp. 9.5% 8/1/18 (c)

1,875,000

2,039,063

American Axle & Manufacturing, Inc. 7.875% 3/1/17

900,000

909,000

ArvinMeritor, Inc.:

8.125% 9/15/15

2,205,000

2,298,713

10.625% 3/15/18

505,000

570,650

Ford Motor Co. 7.45% 7/16/31

1,650,000

1,872,750

Ford Motor Credit Co. LLC:

5.625% 9/15/15

2,440,000

2,592,500

6.625% 8/15/17

2,190,000

2,441,850

7% 4/15/15

2,330,000

2,563,000

8% 6/1/14

1,240,000

1,388,800

8% 12/15/16

1,420,000

1,662,858

8.125% 1/15/20

1,240,000

1,516,356

12% 5/15/15

4,250,000

5,461,250

General Motors Acceptance Corp. 6.875% 8/28/12

2,820,000

2,961,000

Navistar International Corp. 8.25% 11/1/21

1,785,000

1,950,113

Tenneco, Inc. 7.75% 8/15/18 (c)

1,160,000

1,244,100

 

31,472,003

Banks and Thrifts - 3.3%

Ally Financial, Inc. 7.5% 9/15/20 (c)

2,195,000

2,370,600

Bank of America Corp.:

8% (d)

680,000

676,600

8.125% (d)

900,000

904,500

CIT Group, Inc.:

7% 5/1/13

253,246

256,412

7% 5/1/14

2,529,868

2,542,517

7% 5/1/15

1,884,868

1,884,868

7% 5/1/16

2,728,115

2,721,295

7% 5/1/17

6,321,361

6,289,754

Fifth Third Capital Trust IV 6.5% 4/15/67 (d)

1,950,000

1,857,375

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Banks and Thrifts - continued

GMAC LLC:

6.75% 12/1/14

$ 3,570,000

$ 3,730,650

8% 12/31/18

1,695,000

1,750,088

8% 11/1/31

1,565,000

1,705,850

Zions Bancorp. 7.75% 9/23/14

2,510,000

2,671,722

 

29,362,231

Broadcasting - 1.8%

Allbritton Communications Co. 8% 5/15/18

2,080,000

2,147,600

Belo Corp. 8% 11/15/16

340,000

377,400

Clear Channel Communications, Inc.:

5.5% 9/15/14

2,300,000

1,581,250

11% 8/1/16 pay-in-kind (d)

1,672,825

1,250,437

Nexstar Broadcasting, Inc./Mission, Inc. 8.875% 4/15/17 (c)

3,075,000

3,236,438

Umbrella Acquisition, Inc. 10.5% 3/15/15 pay-in-kind (c)(d)

4,990,441

5,230,606

Univision Communications, Inc.:

7.875% 11/1/20 (c)

825,000

862,125

12% 7/1/14 (c)

1,350,000

1,491,750

 

16,177,606

Building Materials - 0.4%

Building Materials Corp. of America 6.875% 8/15/18 (c)

3,305,000

3,313,263

Cable TV - 4.2%

Cablevision Systems Corp.:

7.75% 4/15/18

1,125,000

1,226,250

8% 4/15/20

1,125,000

1,243,125

8.625% 9/15/17

3,160,000

3,547,100

CCO Holdings LLC/CCO Holdings Capital Corp.:

7.25% 10/30/17 (c)

2,635,000

2,727,225

7.875% 4/30/18 (c)

2,520,000

2,671,200

8.125% 4/30/20 (c)

1,615,000

1,744,200

Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625% 11/15/17 (c)

5,065,000

5,406,888

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. 13.5% 11/30/16

799,382

957,260

CSC Holdings LLC:

8.5% 4/15/14

1,075,000

1,202,603

8.5% 6/15/15

2,960,000

3,259,700

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Cable TV - continued

CSC Holdings LLC: - continued

8.625% 2/15/19

$ 610,000

$ 704,550

EchoStar Communications Corp.:

7.125% 2/1/16

1,000,000

1,058,800

7.75% 5/31/15

1,295,000

1,408,313

Insight Communications, Inc. 9.375% 7/15/18 (c)

3,060,000

3,304,800

Kabel Deutschland GmbH 10.625% 7/1/14

2,165,000

2,265,131

UPC Germany GmbH 8.125% 12/1/17 (c)

1,970,000

2,088,200

Videotron Ltd. 9.125% 4/15/18

2,145,000

2,413,125

 

37,228,470

Capital Goods - 1.1%

Amsted Industries, Inc. 8.125% 3/15/18 (c)

2,795,000

2,962,700

Coleman Cable, Inc. 9% 2/15/18

415,000

433,675

RBS Global, Inc./Rexnord Corp.:

8.5% 5/1/18

2,310,000

2,425,500

11.75% 8/1/16

1,205,000

1,295,375

SPX Corp. 6.875% 9/1/17 (c)

2,710,000

2,906,475

 

10,023,725

Chemicals - 2.3%

Celanese US Holdings LLC 6.625% 10/15/18 (c)

1,015,000

1,078,438

Huntsman International LLC:

5.5% 6/30/16

2,220,000

2,175,600

8.625% 3/15/20

1,255,000

1,372,656

8.625% 3/15/21 (c)

2,295,000

2,507,288

LBI Escrow Corp. 8% 11/1/17 (c)

1,325,000

1,450,875

Lyondell Chemical Co. 11% 5/1/18

3,210,000

3,595,200

Momentive Performance Materials, Inc. 9% 1/15/21 (c)

675,000

702,000

NOVA Chemicals Corp.:

3.7476% 11/15/13 (d)

1,630,000

1,601,475

6.5% 1/15/12

2,270,000

2,360,800

8.375% 11/1/16

1,360,000

1,489,200

8.625% 11/1/19

1,355,000

1,504,050

 

19,837,582

Containers - 1.5%

Berry Plastics Corp.:

5.0391% 2/15/15 (d)

875,000

840,000

8.25% 11/15/15

2,655,000

2,797,839

8.875% 9/15/14

1,705,000

1,713,525

9.5% 5/15/18

2,960,000

2,900,800

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Containers - continued

Crown Cork & Seal, Inc. 7.375% 12/15/26

$ 1,940,000

$ 1,952,125

Greif, Inc. 6.75% 2/1/17

2,455,000

2,614,575

 

12,818,864

Diversified Financial Services - 5.5%

GMAC, Inc. 8% 3/15/20 (c)

2,145,000

2,348,775

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

7.75% 1/15/16

2,990,000

3,072,225

8% 1/15/18

2,445,000

2,512,238

ILFC E-Capital Trust II 6.25% 12/21/65 (c)(d)

870,000

682,950

Ineos Finance PLC 9% 5/15/15 (c)

1,725,000

1,824,188

International Lease Finance Corp.:

5.625% 9/20/13

1,080,000

1,086,750

5.65% 6/1/14

900,000

900,000

6.375% 3/25/13

245,000

252,350

6.5% 9/1/14 (c)

1,360,000

1,465,400

6.625% 11/15/13

1,145,000

1,179,350

6.75% 9/1/16 (c)

1,360,000

1,482,400

8.625% 9/15/15 (c)

4,640,000

5,208,400

8.75% 3/15/17 (c)

3,120,000

3,549,000

8.875% 9/1/17

4,095,000

4,668,300

National Money Mart Co. 10.375% 12/15/16

2,070,000

2,235,600

Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17 (c)

1,565,000

1,580,650

Nuveen Investments, Inc.:

5.5% 9/15/15

1,695,000

1,432,275

10.5% 11/15/15

1,285,000

1,336,400

Offshore Group Investment Ltd. 11.5% 8/1/15 (c)

2,610,000

2,776,388

Reliance Intermediate Holdings LP 9.5% 12/15/19 (c)

2,105,000

2,241,825

SLM Corp. 8% 3/25/20

2,864,000

2,864,000

Trans Union LLC/Trans Union Financing Corp. 11.375% 6/15/18 (c)

2,930,000

3,365,691

 

48,065,155

Diversified Media - 3.8%

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

1,360,000

1,436,568

Catalina Marketing Corp. 10.5% 10/1/15 pay-in-kind (c)(d)

2,885,000

3,086,950

Clear Channel Worldwide Holdings, Inc.:

Series A 9.25% 12/15/17

385,000

415,800

Series B 9.25% 12/15/17

2,015,000

2,201,388

Entravision Communication Corp. 8.75% 8/1/17 (c)

830,000

879,800

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Diversified Media - continued

Interpublic Group of Companies, Inc.:

6.25% 11/15/14

$ 205,000

$ 220,888

10% 7/15/17

760,000

900,600

Liberty Media Corp. 8.25% 2/1/30

165,000

165,206

Nielsen Finance LLC/Nielsen Finance Co.:

0% 8/1/16 (b)

6,400,000

6,528,000

7.75% 10/15/18 (c)

3,670,000

3,807,625

10% 8/1/14

2,475,000

2,598,750

11.5% 5/1/16

1,435,000

1,643,075

11.625% 2/1/14

3,605,000

4,127,725

Quebecor Media, Inc.:

7.75% 3/15/16

2,700,000

2,808,000

7.75% 3/15/16

2,425,000

2,522,000

 

33,342,375

Electric Utilities - 5.2%

AES Corp.:

7.75% 3/1/14

2,155,000

2,343,563

7.75% 10/15/15

1,630,000

1,784,850

8% 10/15/17

3,010,000

3,311,000

9.75% 4/15/16

905,000

1,052,063

Calpine Construction Finance Co. LP 8% 6/1/16 (c)

1,910,000

2,072,350

Dynegy Holdings, Inc. 7.5% 6/1/15 (c)

2,155,000

1,670,125

Energy Future Intermediate Holding Co. LLC / EFIH Finance, Inc. 10% 12/1/20

3,085,000

3,216,113

GenOn Escrow Corp.:

9.5% 10/15/18 (c)

1,450,000

1,408,240

9.875% 10/15/20 (c)

1,400,000

1,358,000

Intergen NV 9% 6/30/17 (c)

2,470,000

2,667,600

Mirant Americas Generation LLC:

8.5% 10/1/21

2,955,000

2,895,900

9.125% 5/1/31

3,815,000

3,624,250

NRG Energy, Inc. 7.375% 2/1/16

3,165,000

3,291,600

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

8,320,000

7,560,800

Otter Tail Corp. 9% 12/15/16

1,675,000

1,792,250

RRI Energy, Inc. 7.625% 6/15/14

5,550,000

5,591,625

 

45,640,329

Energy - 7.6%

Anadarko Petroleum Corp.:

5.95% 9/15/16

1,485,000

1,624,783

6.375% 9/15/17

691,000

767,692

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - continued

Anadarko Petroleum Corp.: - continued

6.95% 6/15/19

$ 695,000

$ 786,807

Antero Resources Finance Corp. 9.375% 12/1/17

2,225,000

2,372,295

Continental Resources, Inc. 7.125% 4/1/21 (c)

1,405,000

1,510,375

Crosstex Energy/Crosstex Energy Finance Corp. 8.875% 2/15/18

1,205,000

1,301,400

Denbury Resources, Inc. 9.75% 3/1/16

3,420,000

3,873,150

Drummond Co., Inc. 7.375% 2/15/16

4,705,000

4,846,150

Edgen Murray Corp. 12.25% 1/15/15

3,450,000

2,811,750

El Paso Corp.:

7% 6/15/17

1,105,000

1,209,975

7.25% 6/1/18

1,535,000

1,703,850

Energy Transfer Equity LP 7.5% 10/15/20

1,845,000

2,008,836

Expro Finance Luxembourg SCA 8.5% 12/15/16 (c)

1,905,000

1,866,900

Frontier Oil Corp. 8.5% 9/15/16

1,990,000

2,094,475

Hercules Offshore, Inc. 10.5% 10/15/17 (c)

15,000

11,625

Inergy LP/Inergy Finance Corp. 7% 10/1/18 (c)

1,590,000

1,657,575

LINN Energy LLC:

7.75% 2/1/21 (c)

1,660,000

1,720,175

8.625% 4/15/20 (c)

2,100,000

2,268,000

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

2,640,000

1,980,000

Pan American Energy LLC 7.875% 5/7/21 (c)

2,730,000

2,893,800

Parker Drilling Co. 9.125% 4/1/18

675,000

702,000

Petrohawk Energy Corp.:

7.25% 8/15/18

1,675,000

1,742,000

7.875% 6/1/15

985,000

1,044,100

10.5% 8/1/14

1,845,000

2,100,902

Pioneer Natural Resources Co.:

6.65% 3/15/17

2,715,000

2,925,413

7.5% 1/15/20

1,610,000

1,811,250

Plains Exploration & Production Co.:

7% 3/15/17

970,000

1,006,375

7.625% 6/1/18

965,000

1,032,550

7.75% 6/15/15

2,895,000

3,054,225

10% 3/1/16

1,435,000

1,643,075

Quicksilver Resources, Inc.:

7.125% 4/1/16

3,405,000

3,251,775

9.125% 8/15/19

1,405,000

1,489,300

11.75% 1/1/16

1,520,000

1,736,600

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - continued

Range Resources Corp. 6.75% 8/1/20

$ 2,025,000

$ 2,171,813

Targa Resources Partners LP/Targa Resources Partners Finance Corp. 7.875% 10/15/18 (c)

1,830,000

1,939,800

 

66,960,791

Entertainment/Film - 0.5%

MCE Finance Ltd. 10.25% 5/15/18 (c)

3,550,000

4,011,500

Environmental - 0.1%

EnergySolutions, Inc. / EnergySolutions LLC 10.75% 8/15/18 (c)

790,000

865,050

Food and Drug Retail - 0.5%

Albertsons, Inc.:

7.45% 8/1/29

675,000

546,750

7.75% 6/15/26

200,000

166,000

8% 5/1/31

1,015,000

824,688

SUPERVALU, Inc. 8% 5/1/16

1,475,000

1,493,438

Tops Markets LLC 10.125% 10/15/15 (c)

1,275,000

1,377,000

 

4,407,876

Food/Beverage/Tobacco - 0.3%

C&S Group Enterprises LLC 8.375% 5/1/17 (c)

945,000

945,000

NBTY, Inc. 9% 10/1/18 (c)

1,960,000

2,087,400

 

3,032,400

Gaming - 2.3%

Chukchansi Economic Development Authority:

4.1226% 11/15/12 (c)(d)

360,000

228,600

8% 11/15/13 (c)

935,000

598,400

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

915,000

926,438

MGM Mirage, Inc.:

5.875% 2/27/14

965,000

858,850

6.625% 7/15/15

3,615,000

3,145,050

6.75% 9/1/12

695,000

681,100

6.75% 4/1/13

275,000

266,750

7.5% 6/1/16

935,000

829,813

MGM Resorts International:

10% 11/1/16 (c)

2,900,000

2,856,500

11.375% 3/1/18

790,000

815,675

Scientific Games Corp.:

7.875% 6/15/16 (c)

1,285,000

1,339,613

9.25% 6/15/19

1,530,000

1,683,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Gaming - continued

Seneca Gaming Corp.:

Series B, 7.25% 5/1/12

$ 1,535,000

$ 1,496,625

7.25% 5/1/12

1,430,000

1,394,250

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 7.75% 8/15/20 (c)

2,960,000

3,211,600

 

20,332,264

Healthcare - 5.9%

Biomet, Inc.:

10% 10/15/17

1,505,000

1,670,550

10.375% 10/15/17 pay-in-kind (d)

225,000

250,313

DaVita, Inc.:

6.375% 11/1/18

1,030,000

1,053,175

6.625% 11/1/20

890,000

912,250

DJO Finance LLC/DJO Finance Corp.:

9.75% 10/15/17 (c)

250,000

260,625

10.875% 11/15/14

5,230,000

5,739,925

HCA, Inc.:

8.5% 4/15/19

1,950,000

2,186,438

9.125% 11/15/14

5,535,000

5,784,075

9.25% 11/15/16

2,600,000

2,814,500

9.625% 11/15/16 pay-in-kind (d)

2,398,000

2,601,830

9.875% 2/15/17

1,010,000

1,133,725

HealthSouth Corp.:

7.25% 10/1/18

1,470,000

1,528,800

7.75% 9/15/22

785,000

816,400

Mylan, Inc.:

7.625% 7/15/17 (c)

2,055,000

2,270,775

7.875% 7/15/20 (c)

1,410,000

1,572,150

Omega Healthcare Investors, Inc.:

7% 4/1/14

4,420,000

4,508,400

7% 1/15/16

2,895,000

2,996,325

7.5% 2/15/20 (c)

1,190,000

1,261,400

Senior Housing Properties Trust 6.75% 4/15/20

1,825,000

1,934,500

Vanguard Health Holding Co. II LLC/Vanguard Health Holding Co. II, Inc.:

8% 2/1/18

4,465,000

4,677,088

8% 2/1/18 (c)

1,895,000

1,985,013

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Healthcare - continued

Ventas Realty LP:

6.5% 6/1/16

$ 1,715,000

$ 1,792,175

6.5% 6/1/16

1,730,000

1,807,850

 

51,558,282

Homebuilding/Real Estate - 1.1%

CB Richard Ellis Services, Inc. 6.625% 10/15/20 (c)

1,040,000

1,050,400

KB Home 7.25% 6/15/18

1,250,000

1,212,500

Lennar Corp.:

5.6% 5/31/15

390,000

368,550

12.25% 6/1/17

2,765,000

3,318,000

Standard Pacific Corp.:

7% 8/15/15

730,000

719,050

8.375% 5/15/18

1,200,000

1,242,000

10.75% 9/15/16

1,650,000

1,856,250

 

9,766,750

Hotels - 0.8%

Host Hotels & Resorts LP:

6% 11/1/20 (c)

2,490,000

2,490,000

6.875% 11/1/14

225,000

232,313

9% 5/15/17

1,415,000

1,588,338

Host Marriott LP 7.125% 11/1/13

2,764,000

2,805,460

 

7,116,111

Leisure - 2.5%

Equinox Holdings, Inc. 9.5% 2/1/16 (c)

2,145,000

2,252,250

GWR Operating Partnership LLP 10.875% 4/1/17 (c)

1,280,000

1,355,200

NCL Corp. Ltd. 11.75% 11/15/16

1,065,000

1,230,075

Royal Caribbean Cruises Ltd.:

6.875% 12/1/13

1,675,000

1,796,438

7.25% 3/15/18

950,000

1,016,500

11.875% 7/15/15

975,000

1,218,750

yankee:

7% 6/15/13

3,660,000

3,961,950

7.25% 6/15/16

3,345,000

3,646,050

7.5% 10/15/27

1,605,000

1,588,950

Town Sports International Holdings, Inc. 11% 2/1/14

708,000

698,265

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Leisure - continued

Universal City Development Partners Ltd./UCDP Finance, Inc.:

8.875% 11/15/15

$ 845,000

$ 895,700

10.875% 11/15/16

1,905,000

2,105,025

 

21,765,153

Metals/Mining - 2.3%

Arch Coal, Inc.:

7.25% 10/1/20

370,000

403,300

8.75% 8/1/16

1,345,000

1,506,400

Arch Western Finance LLC 6.75% 7/1/13

469,000

476,035

CONSOL Energy, Inc.:

8% 4/1/17 (c)

1,810,000

1,977,425

8.25% 4/1/20 (c)

1,210,000

1,343,100

Drummond Co., Inc. 9% 10/15/14 (c)

565,000

601,725

FMG Finance Property Ltd.:

10% 9/1/13 (c)

1,205,000

1,500,225

10.625% 9/1/16 (c)

1,205,000

1,777,375

FMG Resources (August 2006) Pty Ltd. 7% 11/1/15 (c)

2,870,000

2,941,750

Massey Energy Co. 6.875% 12/15/13

5,000,000

5,068,750

Severstal Columbus LLC 10.25% 2/15/18 (c)

2,695,000

2,856,700

 

20,452,785

Paper - 0.6%

Boise Paper LLC/Boise Co-Issuer Co. 8% 4/1/20

900,000

941,670

Verso Paper Holdings LLC/Verso Paper, Inc.:

9.125% 8/1/14

1,050,000

1,076,250

11.5% 7/1/14

3,130,000

3,474,300

 

5,492,220

Publishing/Printing - 0.4%

ProQuest LLC/ProQuest Notes Co. 9% 10/15/18 (c)

2,515,000

2,640,750

Visant Corp. 10% 10/1/17 (c)

1,135,000

1,200,263

 

3,841,013

Services - 4.2%

Aircastle Ltd. 9.75% 8/1/18

1,760,000

1,918,400

ARAMARK Corp.:

3.9656% 2/1/15 (d)

3,755,000

3,501,538

8.5% 2/1/15

2,260,000

2,373,000

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

7.625% 5/15/14

3,910,000

4,017,525

7.75% 5/15/16

2,195,000

2,227,925

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Services - continued

Fidelity National Information Services, Inc.:

7.625% 7/15/17 (c)

$ 650,000

$ 702,000

7.875% 7/15/20 (c)

865,000

942,850

FTI Consulting, Inc. 6.75% 10/1/20 (c)

2,165,000

2,257,013

Hertz Corp.:

7.5% 10/15/18 (c)

4,535,000

4,659,713

8.875% 1/1/14

2,080,000

2,132,000

10.5% 1/1/16

2,475,000

2,623,500

McJunkin Red Man Corp. 9.5% 12/15/16 (c)

4,560,000

4,172,400

PHH Corp. 9.25% 3/1/16 (c)

1,340,000

1,370,150

Rural/Metro Corp. 12.75% 3/15/16

1,739,000

1,860,730

ServiceMaster Co. 10.75% 7/15/15 pay-in-kind (c)(d)

2,045,000

2,188,150

 

36,946,894

Shipping - 1.3%

Navios Maritime Holdings, Inc.:

8.875% 11/1/17 (c)

1,580,000

1,682,700

9.5% 12/15/14

2,415,000

2,505,563

Overseas Shipholding Group, Inc.:

7.5% 2/15/24

260,000

229,775

8.125% 3/30/18

1,980,000

2,079,000

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

3,995,000

4,064,913

Teekay Corp. 8.5% 1/15/20

940,000

1,045,750

 

11,607,701

Specialty Retailing - 1.0%

Sears Holdings Corp. 6.625% 10/15/18 (c)

4,505,000

4,477,069

Toys 'R' Us Property Co. I LLC 10.75% 7/15/17

4,020,000

4,572,750

 

9,049,819

Steels - 0.9%

Algoma Acquisition Corp. 9.875% 6/15/15 (c)

260,000

239,200

Essar Steel Algoma, Inc. 9.375% 3/15/15 (c)

2,085,000

2,152,763

Steel Dynamics, Inc. 6.75% 4/1/15

3,780,000

3,893,400

Tube City IMS Corp. 9.75% 2/1/15

1,156,000

1,203,685

 

7,489,048

Super Retail - 1.6%

AutoNation, Inc. 6.75% 4/15/18

3,045,000

3,128,738

Netflix, Inc. 8.5% 11/15/17

2,560,000

2,873,600

QVC, Inc. 7.125% 4/15/17 (c)

1,015,000

1,068,288

The Bon-Ton Department Stores, Inc. 10.25% 3/15/14

2,050,000

2,091,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Super Retail - continued

Toys 'R' Us Property Co. II LLC 8.5% 12/1/17 (c)

$ 3,285,000

$ 3,531,375

Toys 'R' Us, Inc. 7.375% 9/1/16 (c)

1,005,000

1,045,200

 

13,738,201

Technology - 5.5%

Advanced Micro Devices, Inc. 7.75% 8/1/20 (c)

1,700,000

1,802,000

Amkor Technology, Inc. 7.375% 5/1/18 (c)

1,955,000

2,033,200

Avaya, Inc.:

9.75% 11/1/15

1,990,000

2,004,925

10.125% 11/1/15 pay-in-kind (d)

3,378,985

3,404,327

Freescale Semiconductor, Inc.:

9.125% 12/15/14 pay-in-kind (d)

2,431,109

2,473,653

9.25% 4/15/18 (c)

1,870,000

2,000,900

10.125% 12/15/16

3,245,000

3,163,875

10.125% 3/15/18 (c)

3,475,000

3,831,188

Jabil Circuit, Inc.:

5.625% 12/15/20

650,000

655,655

7.75% 7/15/16

1,615,000

1,861,288

8.25% 3/15/18

1,215,000

1,424,588

Lucent Technologies, Inc.:

6.45% 3/15/29

4,400,000

3,674,000

6.5% 1/15/28

1,065,000

886,613

Seagate HDD Cayman 6.875% 5/1/20 (c)

795,000

798,975

Seagate Technology HDD Holdings 6.8% 10/1/16

1,995,000

2,029,913

SunGard Data Systems, Inc. 10.25% 8/15/15

3,020,000

3,178,550

Terremark Worldwide, Inc. 12% 6/15/17

3,200,000

3,664,000

Viasystems, Inc. 12% 1/15/15 (c)

1,110,000

1,241,813

Xerox Capital Trust I 8% 2/1/27

7,625,000

7,823,557

 

47,953,020

Telecommunications - 12.0%

Citizens Communications Co.:

7.875% 1/15/27

635,000

654,050

9% 8/15/31

1,390,000

1,549,850

Cleveland Unlimited, Inc. 11.5% 12/15/10 (c)(d)

865,000

856,350

Cricket Communications, Inc.:

7.75% 5/15/16

1,955,000

2,091,850

9.375% 11/1/14

990,000

1,037,025

Digicel Group Ltd.:

8.25% 9/1/17 (c)

2,150,000

2,257,500

8.875% 1/15/15 (c)

3,935,000

3,994,025

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Telecommunications - continued

Digicel Group Ltd.: - continued

9.125% 1/15/15 pay-in-kind (c)(d)

$ 2,020,000

$ 2,055,350

12% 4/1/14 (c)

2,200,000

2,552,000

Equinix, Inc. 8.125% 3/1/18

1,960,000

2,082,500

Frontier Communications Corp.:

7.875% 4/15/15

2,440,000

2,726,700

8.125% 10/1/18

3,460,000

3,944,400

8.25% 5/1/14

2,285,000

2,561,942

8.25% 4/15/17

1,775,000

2,023,500

8.5% 4/15/20

605,000

698,775

Global Crossing Ltd. 12% 9/15/15

1,940,000

2,206,750

Intelsat Bermuda Ltd.:

11.25% 2/4/17

1,055,000

1,128,850

12% 2/4/17 pay-in-kind (d)

5,856,241

6,255,084

Intelsat Jackson Holdings Ltd.:

9.5% 6/15/16

2,705,000

2,884,342

11.5% 6/15/16

2,260,000

2,446,450

Intelsat Jackson Holdings SA 7.25% 10/15/20 (c)

3,005,000

3,050,075

Intelsat Ltd.:

6.5% 11/1/13

5,335,000

5,375,013

7.625% 4/15/12

1,215,000

1,257,525

11.25% 6/15/16

745,000

810,188

Intelsat Subsidiary Holding Co. Ltd.:

8.875% 1/15/15 (c)

280,000

288,400

8.875% 1/15/15

4,255,000

4,403,925

MetroPCS Wireless, Inc.:

7.875% 9/1/18

2,490,000

2,670,525

9.25% 11/1/14

2,350,000

2,458,570

Nextel Communications, Inc.:

5.95% 3/15/14

5,460,000

5,480,475

6.875% 10/31/13

3,580,000

3,606,850

7.375% 8/1/15

4,635,000

4,652,381

NII Capital Corp.:

8.875% 12/15/19

1,875,000

2,081,250

10% 8/15/16

1,680,000

1,904,700

Qwest Communications International, Inc.:

7.125% 4/1/18 (c)

1,705,000

1,803,038

7.5% 2/15/14

1,040,000

1,060,800

8% 10/1/15

2,465,000

2,680,688

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Telecommunications - continued

Qwest Corp.:

3.5422% 6/15/13 (d)

$ 2,450,000

$ 2,566,375

8.375% 5/1/16

855,000

1,030,532

Sprint Nextel Corp. 6% 12/1/16

2,445,000

2,445,000

U.S. West Communications 7.5% 6/15/23

2,780,000

2,800,850

Wind Acquisition Finance SA 11.75% 7/15/17 (c)

3,060,000

3,473,100

Wind Acquisition Holdings Finance SA 12.25% 7/15/17 pay-in-kind (c)(d)

2,951,867

3,294,550

 

105,202,103

Trucking & Freight - 0.3%

Swift Transportation Co., Inc. 12.5% 5/15/17 (c)

2,825,000

2,867,375

TOTAL NONCONVERTIBLE BONDS

777,651,824

TOTAL CORPORATE BONDS

(Cost $709,280,857)

782,693,940

Preferred Stocks - 0.4%

Shares

 

Convertible Preferred Stocks - 0.1%

Electric Utilities - 0.1%

AES Trust III 6.75%

23,000

1,111,130

Nonconvertible Preferred Stocks - 0.3%

Diversified Financial Services - 0.3%

GMAC, Inc. 7.00% (c)

2,570

2,268,025

TOTAL PREFERRED STOCKS

(Cost $3,338,549)

3,379,155

Floating Rate Loans - 5.4%

 

Principal Amount

Value

Air Transportation - 0.5%

Delta Air Lines, Inc. Tranche 2LN, term loan 3.5391% 4/30/14 (d)

$ 1,734,989

$ 1,682,939

United Air Lines, Inc. Tranche B, term loan 2.3125% 2/1/14 (d)

167,912

159,517

US Airways Group, Inc. term loan 2.7884% 3/23/14 (d)

2,911,383

2,620,245

 

4,462,701

Automotive - 0.4%

Federal-Mogul Corp.:

Tranche B, term loan 2.1975% 12/27/14 (d)

2,593,678

2,282,437

Tranche C, term loan 2.1975% 12/27/15 (d)

1,561,214

1,362,159

 

3,644,596

Broadcasting - 0.6%

Clear Channel Capital I LLC Tranche B, term loan 3.9053% 1/29/16 (d)

2,320,000

1,841,500

Univision Communications, Inc. term loan 4.5063% 3/31/17 (d)

3,631,700

3,450,115

 

5,291,615

Cable TV - 0.1%

Charter Communications Operating LLC Tranche B 1LN, term loan 2.26% 3/6/14 (d)

966,149

949,242

Capital Goods - 0.5%

Dresser, Inc. Tranche 2LN, term loan 6.1119% 5/4/15 pay-in-kind (d)

4,090,000

4,069,550

Containers - 0.3%

Anchor Glass Container Corp.:

Tranche 1LN, term loan 6% 3/2/16 (d)

1,310,654

1,310,654

Tranche 2LN, term loan 10% 9/2/16 (d)

1,480,000

1,472,600

 

2,783,254

Diversified Financial Services - 0.4%

AWAS Aviation Acquisitions Ltd. term loan 7.75% 6/10/16 (d)

3,050,000

3,122,438

Fifth Third Processing Solutions:

Tranche 1LN, term loan 10/29/16

215,000

212,850

Tranche 2LN, term loan 8.25% 10/29/17 (d)

50,000

49,500

 

3,384,788

Floating Rate Loans - continued

 

Principal Amount

Value

Electric Utilities - 0.8%

Ashmore Energy International:

Revolving Credit-Linked Deposit 3.2894% 3/30/12 (d)

$ 547,730

$ 529,245

term loan 3.2894% 3/30/14 (d)

6,304,338

6,091,567

 

6,620,812

Gaming - 0.2%

Las Vegas Sands LLC:

Tranche B, term loan 3.03% 11/23/16 (d)

1,509,120

1,409,141

Tranche I, term loan 3.03% 11/23/16 (d)

309,151

288,670

 

1,697,811

Leisure - 0.3%

Blackstone UTP Capital LLC term loan 7.75% 11/2/14

2,699,600

2,740,094

Publishing/Printing - 0.2%

Newsday LLC term loan 10.5% 8/1/13

780,000

834,600

Visant Corp. Tranche B, term loan 7% 12/22/16 (d)

1,080,000

1,089,450

 

1,924,050

Technology - 0.2%

Avaya, Inc. term loan 3.0575% 10/24/14 (d)

1,572,758

1,431,210

Telecommunications - 0.9%

Asurion Corp.:

Tranche 2LN, term loan 6.7563% 7/3/15 (d)

3,955,000

3,688,038

Tranche B 2LN, term loan 6.75% 3/31/15 (d)

3,320,000

3,261,900

Intelsat Jackson Holdings Ltd. term loan 3.29% 2/1/14 (d)

1,335,000

1,268,250

 

8,218,188

TOTAL FLOATING RATE LOANS

(Cost $44,746,095)

47,217,911

Money Market Funds - 3.8%

Shares

Value

Fidelity Cash Central Fund, 0.23% (a)
(Cost $34,008,915)

34,008,915

$ 34,008,915

TOTAL INVESTMENT PORTFOLIO - 98.7%

(Cost $791,374,416)

867,299,921

NET OTHER ASSETS (LIABILITIES) - 1.3%

11,315,597

NET ASSETS - 100%

$ 878,615,518

Legend

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

(b) 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.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $248,623,096 or 28.3% of net assets.

(d) 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

$ 63,583

Other Information

The following is a summary of the inputs used, as of October 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Financials

$ 2,268,025

$ -

$ 2,268,025

$ -

Utilities

1,111,130

-

1,111,130

-

Corporate Bonds

782,693,940

-

782,693,940

-

Floating Rate Loans

47,217,911

-

47,217,911

-

Money Market Funds

34,008,915

34,008,915

-

-

Total Investments in Securities:

$ 867,299,921

$ 34,008,915

$ 833,291,006

$ -

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

United States of America

84.2%

Bermuda

5.3%

Canada

3.3%

Cayman Islands

1.9%

Liberia

1.5%

Luxembourg

1.0%

Others (Individually Less Than 1%)

2.8%

 

100.0%

Income Tax Information

At October 31, 2010, the fund had a capital loss carryforward of approximately $26,981,121 all of which will expire on October 31, 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2010

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $757,365,501)

$ 833,291,006

 

Fidelity Central Funds (cost $34,008,915)

34,008,915

 

Total Investments (cost $791,374,416)

 

$ 867,299,921

Cash

1,058,502

Receivable for investments sold

2,506,674

Receivable for fund shares sold

5,379,494

Dividends receivable

44,487

Interest receivable

16,941,687

Distributions receivable from Fidelity Central Funds

8,556

Receivable from investment adviser for expense reductions

9,073

Other receivables

2,412

Total assets

893,250,806

 

 

 

Liabilities

Payable for investments purchased

$ 11,244,524

Payable for fund shares redeemed

1,710,911

Distributions payable

825,213

Accrued management fee

407,212

Distribution and service plan fees payable

203,314

Other affiliated payables

169,508

Other payables and accrued expenses

74,606

Total liabilities

14,635,288

 

 

 

Net Assets

$ 878,615,518

Net Assets consist of:

 

Paid in capital

$ 817,695,385

Undistributed net investment income

12,073,287

Accumulated undistributed net realized gain (loss) on investments

(27,074,121)

Net unrealized appreciation (depreciation) on investments

75,920,967

Net Assets

$ 878,615,518

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

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2010

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($278,577,145 ÷ 32,440,669 shares)

$ 8.59

 

 

 

Maximum offering price per share (100/96.00 of $8.59)

$ 8.95

Class T:
Net Asset Value
and redemption price per share ($119,576,042 ÷ 13,944,892 shares)

$ 8.57

 

 

 

Maximum offering price per share (100/96.00 of $8.57)

$ 8.93

Class B:
Net Asset Value
and offering price per share ($29,064,632 ÷ 3,392,354 shares)A

$ 8.57

 

 

 

Class C:
Net Asset Value
and offering price per share ($121,796,257 ÷ 14,214,150 shares)A

$ 8.57

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($329,601,442 ÷ 38,329,387 shares)

$ 8.60

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2010

 

 

 

Investment Income

 

 

Dividends

 

$ 151,012

Interest

 

69,709,117

Income from Fidelity Central Funds

 

63,583

Total income

 

69,923,712

 

 

 

Expenses

Management fee

$ 4,463,245

Transfer agent fees

1,659,401

Distribution and service plan fees

2,278,805

Accounting fees and expenses

294,181

Custodian fees and expenses

21,392

Independent trustees' compensation

4,420

Registration fees

114,350

Audit

63,213

Legal

54,186

Miscellaneous

10,529

Total expenses before reductions

8,963,722

Expense reductions

(132,083)

8,831,639

Net investment income

61,092,073

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

27,897,693

Change in net unrealized appreciation (depreciation) on investment securities

37,579,543

Net gain (loss)

65,477,236

Net increase (decrease) in net assets resulting from operations

$ 126,569,309

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2010

Year ended
October 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 61,092,073

$ 49,321,902

Net realized gain (loss)

27,897,693

(37,947,386)

Change in net unrealized appreciation (depreciation)

37,579,543

160,152,496

Net increase (decrease) in net assets resulting
from operations

126,569,309

171,527,012

Distributions to shareholders from net investment income

(56,793,977)

(43,012,938)

Share transactions - net increase (decrease)

30,984,510

320,669,955

Redemption fees

118,631

259,288

Total increase (decrease) in net assets

100,878,473

449,443,317

 

 

 

Net Assets

Beginning of period

777,737,045

328,293,728

End of period (including undistributed net investment income of $12,073,287 and undistributed net investment income of $7,747,507, respectively)

$ 878,615,518

$ 777,737,045

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.87

$ 6.48

$ 9.13

$ 9.26

$ 9.15

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .637

  .625

  .645

  .661

  .634

Net realized and unrealized gain (loss)

  .673

  1.318

  (2.616)

  (.078)

  .214

Total from investment operations

  1.310

  1.943

  (1.971)

  .583

  .848

Distributions from net investment income

  (.591)

  (.556)

  (.621)

  (.664)

  (.613)

Distributions from net realized gain

  -

  -

  (.060)

  (.050)

  (.135)

Total distributions

  (.591)

  (.556)

  (.681)

  (.714)

  (.748)

Redemption fees added to paid in capital C

  .001

  .003

  .002

  .001

  .010

Net asset value, end of period

$ 8.59

$ 7.87

$ 6.48

$ 9.13

$ 9.26

Total Return A, B

  17.33%

  31.69%

  (23.03)%

  6.46%

  9.82%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.06%

  1.09%

  1.12%

  1.04%

  1.01%

Expenses net of fee waivers, if any

  1.06%

  1.09%

  1.10%

  1.04%

  1.00%

Expenses net of all reductions

  1.06%

  1.08%

  1.10%

  1.03%

  1.00%

Net investment income

  7.81%

  8.91%

  7.65%

  7.11%

  6.95%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 278,577

$ 282,936

$ 89,571

$ 110,703

$ 130,666

Portfolio turnover rate E

  79%

  54%

  62%

  69%

  72%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.86

$ 6.48

$ 9.12

$ 9.25

$ 9.14

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .633

  .622

  .645

  .654

  .624

Net realized and unrealized gain (loss)

  .665

  1.310

  (2.606)

  (.077)

  .215

Total from investment operations

  1.298

  1.932

  (1.961)

  .577

  .839

Distributions from net investment income

  (.589)

  (.555)

  (.621)

  (.658)

  (.604)

Distributions from net realized gain

  -

  -

  (.060)

  (.050)

  (.135)

Total distributions

  (.589)

  (.555)

  (.681)

  (.708)

  (.739)

Redemption fees added to paid in capital C

  .001

  .003

  .002

  .001

  .010

Net asset value, end of period

$ 8.57

$ 7.86

$ 6.48

$ 9.12

$ 9.25

Total Return A, B

  17.17%

  31.52%

  (22.94)%

  6.40%

  9.73%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.11%

  1.16%

  1.19%

  1.15%

  1.18%

Expenses net of fee waivers, if any

  1.10%

  1.10%

  1.10%

  1.10%

  1.10%

Expenses net of all reductions

  1.10%

  1.10%

  1.10%

  1.10%

  1.10%

Net investment income

  7.78%

  8.89%

  7.65%

  7.04%

  6.85%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 119,576

$ 111,601

$ 43,018

$ 57,798

$ 68,487

Portfolio turnover rate E

  79%

  54%

  62%

  69%

  72%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.85

$ 6.47

$ 9.11

$ 9.25

$ 9.14

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .579

  .571

  .593

  .593

  .565

Net realized and unrealized gain (loss)

  .676

  1.317

  (2.609)

  (.086)

  .215

Total from investment operations

  1.255

  1.888

  (2.016)

  .507

  .780

Distributions from net investment income

  (.536)

  (.511)

  (.566)

  (.598)

  (.545)

Distributions from net realized gain

  -

  -

  (.060)

  (.050)

  (.135)

Total distributions

  (.536)

  (.511)

  (.626)

  (.648)

  (.680)

Redemption fees added to paid in capital C

  .001

  .003

  .002

  .001

  .010

Net asset value, end of period

$ 8.57

$ 7.85

$ 6.47

$ 9.11

$ 9.25

Total Return A, B

  16.58%

  30.73%

  (23.47)%

  5.61%

  9.03%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.80%

  1.81%

  1.82%

  1.79%

  1.81%

Expenses net of fee waivers, if any

  1.75%

  1.75%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.75%

  1.75%

  1.75%

  1.75%

  1.75%

Net investment income

  7.13%

  8.25%

  7.00%

  6.39%

  6.20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 29,065

$ 32,894

$ 21,429

$ 41,049

$ 51,362

Portfolio turnover rate E

  79%

  54%

  62%

  69%

  72%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.85

$ 6.47

$ 9.11

$ 9.25

$ 9.14

Income from Investment Operations

 

 

 

 

 

Net investment income C

  .575

  .572

  .583

  .584

  .556

Net realized and unrealized gain (loss)

  .675

  1.309

  (2.608)

  (.085)

  .215

Total from investment operations

  1.250

  1.881

  (2.025)

  .499

  .771

Distributions from net investment income

  (.531)

  (.504)

  (.557)

  (.590)

  (.536)

Distributions from net realized gain

  -

  -

  (.060)

  (.050)

  (.135)

Total distributions

  (.531)

  (.504)

  (.617)

  (.640)

  (.671)

Redemption fees added to paid in capital C

  .001

  .003

  .002

  .001

  .010

Net asset value, end of period

$ 8.57

$ 7.85

$ 6.47

$ 9.11

$ 9.25

Total Return A, B

  16.51%

  30.60%

  (23.54)%

  5.51%

  8.92%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.81%

  1.85%

  1.86%

  1.84%

  1.86%

Expenses net of fee waivers, if any

  1.81%

  1.85%

  1.85%

  1.84%

  1.85%

Expenses net of all reductions

  1.81%

  1.85%

  1.85%

  1.84%

  1.85%

Net investment income

  7.07%

  8.15%

  6.90%

  6.30%

  6.10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 121,796

$ 98,361

$ 30,619

$ 50,700

$ 52,796

Portfolio turnover rate E

  79%

  54%

  62%

  69%

  72%

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

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

C Calculated based on average shares outstanding during the period.

D 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.

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.88

$ 6.49

$ 9.14

$ 9.27

$ 9.16

Income from Investment Operations

 

 

 

 

 

Net investment income B

  .655

  .637

  .669

  .678

  .648

Net realized and unrealized gain (loss)

  .673

  1.323

  (2.619)

  (.078)

  .214

Total from investment operations

  1.328

  1.960

  (1.950)

  .600

  .862

Distributions from net investment income

  (.609)

  (.573)

  (.642)

  (.681)

  (.627)

Distributions from net realized gain

  -

  -

  (.060)

  (.050)

  (.135)

Total distributions

  (.609)

  (.573)

  (.702)

  (.731)

  (.762)

Redemption fees added to paid in capital B

  .001

  .003

  .002

  .001

  .010

Net asset value, end of period

$ 8.60

$ 7.88

$ 6.49

$ 9.14

$ 9.27

Total Return A

  17.55%

  31.95%

  (22.81)%

  6.65%

  9.98%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .89%

  .90%

  .92%

  .90%

  .91%

Expenses net of fee waivers, if any

  .85%

  .85%

  .85%

  .85%

  .85%

Expenses net of all reductions

  .85%

  .85%

  .85%

  .85%

  .85%

Net investment income

  8.03%

  9.15%

  7.90%

  7.29%

  7.10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 329,601

$ 251,945

$ 143,656

$ 206,188

$ 208,205

Portfolio turnover rate D

  79%

  54%

  62%

  69%

  72%

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2010

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2010, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

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

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

Gross unrealized appreciation

$ 85,994,772

Gross unrealized depreciation

(3,282,993)

Net unrealized appreciation (depreciation)

$ 82,711,779

 

 

Tax Cost

$ 784,588,142

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

Undistributed ordinary income

$ 5,190,814

Capital loss carryforward

$ (26,981,121)

Net unrealized appreciation (depreciation)

$ 82,707,241

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2010

October 31, 2009

Ordinary Income

$ 56,793,977

$ 43,012,938

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

4. Operating Policies.

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $605,984,848 and $597,660,495, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 .57% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

-%

.25%

$ 669,565

$ 6,230

Class T

-%

.25%

279,713

588

Class B

.65%

.25%

273,285

197,572

Class C

.75%

.25%

1,056,242

282,521

 

 

 

$ 2,278,805

$ 486,911

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) 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

$ 76,235

Class T

17,524

Class B*

66,908

Class C*

22,144

 

$ 182,811

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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

 

Amount

% of
Average
Net Assets

Class A

$ 471,301

.18

Class T

251,911

.23

Class B

79,879

.26

Class C

176,845

.17

Institutional Class

679,465

.25

 

$ 1,659,401

 

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

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,072 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class T

1.10%

$ 14,534

Class B

1.75%

15,539

Institutional Class

.85%

100,892

 

 

$ 130,965

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 $20 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1,098.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2010

2009

From net investment income

 

 

Class A

$ 19,564,063

$ 14,826,870

Class T

8,106,510

6,135,544

Class B

2,016,196

1,894,439

Class C

6,870,782

4,503,367

Institutional Class

20,236,426

15,652,718

Total

$ 56,793,977

$ 43,012,938

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

12,522,852

30,560,083

$ 102,338,670

$ 204,385,489

Reinvestment of distributions

1,933,676

1,768,218

15,757,880

12,459,517

Shares redeemed

(17,971,169)

(10,186,786)

(146,048,194)

(70,599,371)

Net increase (decrease)

(3,514,641)

22,141,515

$ (27,951,644)

$ 146,245,635

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class T

 

 

 

 

Shares sold

4,262,025

10,322,686

$ 34,864,789

$ 69,320,898

Reinvestment of distributions

801,021

709,444

6,526,420

4,967,568

Shares redeemed

(5,319,048)

(3,473,620)

(42,961,064)

(24,238,299)

Net increase (decrease)

(256,002)

7,558,510

$ (1,569,855)

$ 50,050,167

Class B

 

 

 

 

Shares sold

980,780

2,249,463

$ 7,948,435

$ 15,307,774

Reinvestment of distributions

178,898

178,901

1,455,158

1,237,038

Shares redeemed

(1,956,336)

(1,550,654)

(15,872,081)

(10,542,209)

Net increase (decrease)

(796,658)

877,710

$ (6,468,488)

$ 6,002,603

Class C

 

 

 

 

Shares sold

4,995,047

9,727,146

$ 40,775,675

$ 65,826,181

Reinvestment of distributions

603,900

438,112

4,920,435

3,085,477

Shares redeemed

(3,909,452)

(2,371,464)

(31,699,416)

(16,619,567)

Net increase (decrease)

1,689,495

7,793,794

$ 13,996,694

$ 52,292,091

Institutional Class

 

 

 

 

Shares sold

13,581,004

16,964,074

$ 111,569,405

$ 113,961,441

Reinvestment of distributions

2,217,926

2,049,342

18,146,842

14,203,877

Shares redeemed

(9,445,366)

(9,166,153)

(76,738,444)

(62,085,859)

Net increase (decrease)

6,353,564

9,847,263

$ 52,977,803

$ 66,079,459

11. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series I and Shareholders of Fidelity Advisor High Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor High Income Fund (the Fund), a fund of Fidelity Advisor Series I, including the schedule of investments, as of October 31, 2010, and the related statement of operations for the year then ended, the statement of changes in 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. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the custodians, agent banks, and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor High Income Fund as of October 31, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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.

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

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

Annual Report

Board Structure and Oversight Function. Edward C. Johnson 3d is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1991

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; 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 and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

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

Annual Report

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

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (57)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (71)

 

Year of Election or Appointment: 2001

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-

present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

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

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (45)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (49)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

A total of .04% 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 $41,208,970 of distributions paid during the period January 1, 2010 to October 31, 2010, as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor High Income Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2010 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, 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

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Institutional Class (Class I) and Class C of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Advisor High Income Fund

fid412

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the third quartile for all the periods shown. The Board also noted that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Advisor High Income Fund

fid414

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 2009.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expenses. 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 and Class B ranked below its competitive median for 2009, the total expenses of Class T ranked equal to its competitive median for 2009, and the total expenses of each of Class C and Institutional Class ranked above its competitive median for 2009. 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expenses and fees charged to other Fidelity clients, the Board concluded that the total expenses of each class of the fund were reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board has also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Research & Analysis Company

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

AHII-UANN-1210
1.784749.107

fid109

(Fidelity Investment logo)(registered trademark)
Fidelity AdvisorSM
Value
Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Equities have staged a rally in the second half of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remain about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,


(The chairman's signature appears here.)

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' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2010

Past 1
year

Past 5
years

Life of
class
A

  Class A (incl. sales charge)

16.86%

0.21%

3.76%

  Class T (incl. sales charge)

19.34%

0.42%

3.85%

  Class B (incl. contingent deferred sales charge)B

18.17%

0.28%

3.88%

  Class C (incl. c ontingent deferred sales charge)C

22.08%

0.65%

3.88%

A From December 23, 2003.

B Class B shares' contingent deferred sales charge included in the past one year, past five years, and life of class total return figures are 5%, 2%, and 0%, respectively.

C Class C shares' contingent deferred sales charge included in the past one year, past five years, and life of class total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Class

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Value Fund - Class A on December 23, 2003, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Russell Midcap® Value Index performed over the same period.

fid429

Annual Report

Management's Discussion of Fund Performance

Market Recap: Amid bouts of volatility, major U.S. stock market indexes recorded double-digit gains for the year ending October 31, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Aside from a January dip, stocks trended upward for the first half of the period amid indications the Great Recession was over. However, in April, lingering high unemployment and heightened concern over European debt sent equities falling. Markets regrouped in July, but fell again in August on mixed economic data. The final two months of the period brought renewed optimism, with the large-cap S&P 500® Index posting its best September/October performance since 1998. For the full 12 months, the S&P 500® rose 16.52%, while the blue-chip-laden Dow Jones Industrial AverageSM added 17.62% and the technology-heavy Nasdaq Composite® Index rose 23.72%. Among market segments, all 10 sectors in the S&P 500 posted gains, with more than half outperforming the broad-market index. Stocks of mid- and small-sized companies surged, with the Russell Midcap® Index adding 27.71% and Russell 2000® Index climbing 26.58%. Looking abroad, debt problems in several European countries cooled gains in developed markets, and yet the MSCI® EAFE® (Europe, Australasia, Far East) Index still rose 8.49%.

Comments from Matthew Friedman, who became Co-Portfolio Manager of Fidelity AdvisorSM Value Fund on May 1, 2010, and Lead Portfolio Manager on July 30, 2010: During the year, the fund's Class A, Class T, Class B and Class C shares returned 23.99%, 23.66%, 23.17% and 23.08%, respectively (excluding sales charges), lagging the 27.49% gain of the Russell Midcap Value Index. The fund adopted a multi-manager structure in July, giving me full responsibility for investing 50% of assets across all market sectors, with the other half spread among a team of sector portfolio managers. Weak results in energy and financials were the biggest relative detractors. Within energy, stakes in Petrohawk Energy and Weatherford International were hurt by unfavorable natural gas pricing. A significant overweighting in large-cap diversified financials that suffered from fears of increased government regulation held back performance. JPMorgan Chase and Bank of New York Mellon were in this category, as were banks Wells Fargo and BB&T. The fund had weak security selection in utilities and health care. On the upside, an overweighting and good choices in consumer discretionary led the way, including office supply retailer OfficeMax and commercial real estate broker CB Richard Ellis Group. The fund also had positive results from regional banking firm Huntington Bancshares, food packaging products provider Pactiv and some good stock picks within industrials. Some of these stocks were not in the benchmark, and some were sold prior to period end.

Comments from Matthew Friedman, who became Co-Portfolio Manager of Fidelity AdvisorSM Value Fund on May 1, 2010, and Lead Portfolio Manager on July 30, 2010: During the year, the fund's Institutional Class shares returned 24.36%, lagging the 27.49% gain of the Russell Midcap Value Index. The fund adopted a multi-manager structure in July, giving me full responsibility for investing 50% of assets across all market sectors, with the other half spread among a team of sector portfolio managers. Weak results in energy and financials were the biggest relative detractors. Within energy, stakes in Petrohawk Energy and Weatherford International were hurt by unfavorable natural gas pricing. A significant overweighting in large-cap diversified financials that suffered from fears of increased government regulation held back performance. JPMorgan Chase and Bank of New York Mellon were in this category, as were banks Wells Fargo and BB&T. The fund had weak security selection in utilities and health care. On the upside, an overweighting and good choices in consumer discretionary led the way, including office supply retailer OfficeMax and commercial real estate broker CB Richard Ellis Group. The fund also had positive results from regional banking firm Huntington Bancshares, food packaging products provider Pactiv and some good stock picks within industrials. Some of these stocks were not in the benchmark, and some were sold prior to period end.

Annual Report

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2010).

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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2010

Ending
Account Value
October 31, 2010

Expenses Paid
During Period
*
May 1, 2010
to October 31, 2010

Class A

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 979.80

$ 6.24

Hypothetical A

 

$ 1,000.00

$ 1,018.90

$ 6.36

Class T

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 978.80

$ 7.48

Hypothetical A

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class B

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 976.70

$ 9.96

Hypothetical A

 

$ 1,000.00

$ 1,015.12

$ 10.16

Class C

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 976.70

$ 9.96

Hypothetical A

 

$ 1,000.00

$ 1,015.12

$ 10.16

Institutional Class

1.00%

 

 

 

Actual

 

$ 1,000.00

$ 981.50

$ 4.99

Hypothetical A

 

$ 1,000.00

$ 1,020.16

$ 5.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Sempra Energy

1.5

0.6

PPL Corp.

1.4

0.0

PG&E Corp.

1.3

0.5

U.S. Bancorp, Delaware

1.2

0.7

National Grid PLC

1.2

0.0

Wells Fargo & Co.

1.2

1.3

AES Corp.

1.1

0.6

Public Service Enterprise Group, Inc.

1.1

0.0

Stanley Black & Decker, Inc.

1.1

1.3

JPMorgan Chase & Co.

1.0

1.1

 

12.1

Top Five Market Sectors as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.7

26.7

Consumer Discretionary

12.1

11.8

Industrials

11.8

14.8

Utilities

10.6

6.3

Energy

9.4

8.5

Asset Allocation (% of fund's net assets)

As of October 31, 2010*

As of April 30, 2010**

fid64

Stocks and Equity
Futures 98.6%

 

fid64

Stocks 97.3%

 

fid433

Convertible
Securities 0.0%

 

fid73

Convertible
Securities 0.4%

 

fid85

Short-Term
Investments and
Net Other Assets 1.4%

 

fid85

Short-Term
Investments and
Net Other Assets 2.3%

 

* Foreign investments

13.9%

 

** Foreign investments

11.6%

 

fid88

Annual Report

Investments October 31, 2010

Showing Percentage of Net Assets

Common Stocks - 98.2%

Shares

Value

CONSUMER DISCRETIONARY - 12.1%

Automobiles - 0.9%

Fiat SpA

27,100

$ 458,533

Harley-Davidson, Inc.

6,659

204,298

 

662,831

Diversified Consumer Services - 0.2%

H&R Block, Inc.

13,100

154,449

Hotels, Restaurants & Leisure - 1.7%

Accor SA

2,043

83,761

Ameristar Casinos, Inc.

11,600

207,408

Bally Technologies, Inc. (a)

4,062

146,557

Brinker International, Inc.

13,715

254,276

Vail Resorts, Inc. (a)(d)

2,400

97,344

WMS Industries, Inc. (a)

4,176

182,199

Wyndham Worldwide Corp.

11,121

319,729

 

1,291,274

Household Durables - 2.5%

Ethan Allen Interiors, Inc. (d)

27,100

411,107

Garmin Ltd.

5,200

170,768

Jarden Corp.

3,866

123,944

PulteGroup, Inc. (a)

42,940

337,079

Stanley Black & Decker, Inc.

13,760

852,707

 

1,895,605

Internet & Catalog Retail - 0.7%

Expedia, Inc.

4,562

132,070

Liberty Media Corp. Interactive Series A (a)

27,470

405,457

 

537,527

Leisure Equipment & Products - 0.8%

Brunswick Corp.

31,170

493,109

Eastman Kodak Co. (a)(d)

29,210

137,579

 

630,688

Media - 2.1%

Interpublic Group of Companies, Inc. (a)

41,325

427,714

Liberty Global, Inc. Class A (a)(d)

5,800

219,182

MDC Partners, Inc. Class A (sub. vtg.)

5,600

77,840

United Business Media Ltd.

10,276

108,331

Valassis Communications, Inc. (a)

9,615

317,295

Virgin Media, Inc.

17,624

448,178

 

1,598,540

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Multiline Retail - 0.4%

Big Lots, Inc. (a)

4,729

$ 148,349

Kohl's Corp. (a)

1,164

59,597

Retail Ventures, Inc. (a)

4,231

57,499

 

265,445

Specialty Retail - 2.1%

Advance Auto Parts, Inc.

1,911

124,177

Best Buy Co., Inc.

8,240

354,155

OfficeMax, Inc. (a)

41,706

738,196

Sally Beauty Holdings, Inc. (a)

21,750

264,698

Staples, Inc.

6,592

134,938

 

1,616,164

Textiles, Apparel & Luxury Goods - 0.7%

Hanesbrands, Inc. (a)

7,646

189,621

Iconix Brand Group, Inc. (a)

14,230

249,025

Warnaco Group, Inc. (a)

2,236

118,754

 

557,400

TOTAL CONSUMER DISCRETIONARY

9,209,923

CONSUMER STAPLES - 5.0%

Beverages - 2.2%

Britvic PLC

8,913

68,887

Carlsberg AS Series B

2,300

251,497

Coca-Cola Enterprises, Inc.

16,300

391,363

Dr Pepper Snapple Group, Inc.

14,200

519,010

Molson Coors Brewing Co. Class B

5,100

240,873

The Coca-Cola Co.

4,264

261,468

 

1,733,098

Food & Staples Retailing - 1.3%

Kroger Co.

33,723

741,906

SUPERVALU, Inc.

3,300

35,607

Walgreen Co.

4,288

145,277

Winn-Dixie Stores, Inc. (a)

9,523

63,804

 

986,594

Food Products - 0.9%

Bunge Ltd.

11,241

675,247

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Personal Products - 0.6%

Avon Products, Inc.

14,561

$ 443,382

TOTAL CONSUMER STAPLES

3,838,321

ENERGY - 9.4%

Energy Equipment & Services - 3.1%

Baker Hughes, Inc.

16,632

770,561

Cameron International Corp. (a)

6,260

273,875

Halliburton Co.

17,000

541,620

McDermott International, Inc. (a)

13,616

210,095

Pride International, Inc. (a)

9,500

288,040

Transocean Ltd. (a)

4,825

305,712

 

2,389,903

Oil, Gas & Consumable Fuels - 6.3%

Apache Corp.

2,100

212,142

Atlas Pipeline Partners, LP

12,289

243,199

Cimarex Energy Co.

5,571

427,574

Denbury Resources, Inc. (a)

14,677

249,803

Enbridge Energy Partners LP

5,341

328,418

EXCO Resources, Inc.

11,169

165,636

Forest Oil Corp. (a)

5,100

156,723

Marathon Oil Corp.

11,946

424,919

NuStar Energy LP

2,993

188,559

Peabody Energy Corp.

7,900

417,910

Petrohawk Energy Corp. (a)

11,472

195,139

Pioneer Natural Resources Co.

3,313

231,247

Southwestern Energy Co. (a)

7,657

259,189

Talisman Energy, Inc.

22,500

407,908

Whiting Petroleum Corp. (a)

6,500

652,860

Williams Companies, Inc.

10,870

233,922

 

4,795,148

TOTAL ENERGY

7,185,051

FINANCIALS - 26.7%

Capital Markets - 3.1%

Bank of New York Mellon Corp.

18,072

452,884

Invesco Ltd.

16,594

381,662

Morgan Stanley

21,290

529,482

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

State Street Corp.

14,300

$ 597,168

TD Ameritrade Holding Corp.

22,352

381,996

 

2,343,192

Commercial Banks - 6.2%

BB&T Corp.

24,439

572,117

CapitalSource, Inc.

39,233

239,714

CIT Group, Inc. (a)

7,724

334,681

Comerica, Inc.

6,361

227,597

Itau Unibanco Banco Multiplo SA ADR (a)(e)

14,200

348,752

PNC Financial Services Group, Inc.

3,850

207,515

Regions Financial Corp.

32,857

206,999

SunTrust Banks, Inc.

14,982

374,850

TCF Financial Corp.

14,400

189,504

U.S. Bancorp, Delaware

39,178

947,324

Wells Fargo & Co.

33,568

875,453

Zions Bancorporation

8,704

179,825

 

4,704,331

Consumer Finance - 0.5%

SLM Corp. (a)

35,800

426,020

Diversified Financial Services - 1.5%

CME Group, Inc.

784

227,086

JPMorgan Chase & Co.

20,993

789,967

Moody's Corp.

5,414

146,503

 

1,163,556

Insurance - 8.2%

AEGON NV (a)

43,973

278,621

AFLAC, Inc.

8,726

487,696

Allstate Corp.

9,904

301,973

Aon Corp.

1,300

51,675

Assured Guaranty Ltd.

6,672

127,102

Berkshire Hathaway, Inc. Class B (a)

3,200

254,592

Delphi Financial Group, Inc. Class A

12,663

342,787

Everest Re Group Ltd.

3,292

277,450

Fairfax Financial Holdings Ltd. (sub. vtg.)

600

245,430

First American Financial Corp.

16,610

233,204

Genworth Financial, Inc. Class A (a)

19,440

220,450

Lincoln National Corp.

21,984

538,168

Marsh & McLennan Companies, Inc.

6,200

154,876

MetLife, Inc.

14,200

572,686

Reinsurance Group of America, Inc.

10,950

548,267

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

StanCorp Financial Group, Inc.

9,631

$ 413,170

Torchmark Corp.

4,666

267,268

Unum Group

18,167

407,304

XL Capital Ltd. Class A

23,648

500,155

 

6,222,874

Real Estate Investment Trusts - 5.3%

Alexandria Real Estate Equities, Inc.

6,991

513,699

CBL & Associates Properties, Inc.

9,850

154,448

Corporate Office Properties Trust (SBI)

5,156

182,986

iStar Financial, Inc. (a)(d)

4,058

18,545

Post Properties, Inc.

7,954

242,120

ProLogis Trust

54,065

737,987

Public Storage

2,347

232,869

Rayonier, Inc.

577

30,119

SL Green Realty Corp.

8,633

567,361

The Macerich Co.

5,400

240,894

Ventas, Inc.

9,308

498,536

Vornado Realty Trust

1,678

146,640

Weyerhaeuser Co.

28,612

464,087

 

4,030,291

Real Estate Management & Development - 1.6%

CB Richard Ellis Group, Inc. Class A (a)

15,507

284,553

Forest City Enterprises, Inc. Class A (a)(d)

29,511

430,565

Forestar Group, Inc. (a)

19,409

331,894

Wharf Holdings Ltd.

32,000

210,134

 

1,257,146

Thrifts & Mortgage Finance - 0.3%

People's United Financial, Inc.

16,200

199,422

TOTAL FINANCIALS

20,346,832

HEALTH CARE - 5.7%

Biotechnology - 0.4%

AMAG Pharmaceuticals, Inc. (a)

1,600

25,456

Clinical Data, Inc. (a)

3,400

64,566

Gilead Sciences, Inc. (a)

3,490

138,448

PDL BioPharma, Inc.

16,650

87,080

 

315,550

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - 1.1%

Alere, Inc. (a)

500

$ 14,775

C. R. Bard, Inc.

500

41,560

Conceptus, Inc. (a)(d)

8,176

116,181

Hill-Rom Holdings, Inc.

2,388

92,535

Orthofix International NV (a)

1,500

42,015

Wright Medical Group, Inc. (a)

10,800

144,072

Zimmer Holdings, Inc. (a)

8,240

390,906

 

842,044

Health Care Providers & Services - 3.0%

Brookdale Senior Living, Inc. (a)

10,052

188,777

Centene Corp. (a)

5,519

123,184

DaVita, Inc. (a)

5,181

371,737

Health Net, Inc. (a)

5,800

155,962

HealthSouth Corp. (a)

4,800

86,832

Henry Schein, Inc. (a)

700

39,305

Lincare Holdings, Inc.

12,206

320,041

McKesson Corp.

4,621

304,894

Medco Health Solutions, Inc. (a)

3,800

199,614

Omnicare, Inc.

2,400

57,888

Quest Diagnostics, Inc.

2,840

139,558

Sun Healthcare Group, Inc. (a)

5,500

52,305

Universal American Financial Corp.

3,286

52,839

Universal Health Services, Inc. Class B

3,797

156,702

 

2,249,638

Life Sciences Tools & Services - 0.7%

Charles River Laboratories International, Inc. (a)

600

19,662

ICON PLC sponsored ADR (a)

5,202

100,659

Lonza Group AG

2,327

203,658

PerkinElmer, Inc.

9,630

225,824

 

549,803

Pharmaceuticals - 0.5%

Cadence Pharmaceuticals, Inc. (a)(d)

7,389

65,614

Mylan, Inc. (a)

2,500

50,800

Teva Pharmaceutical Industries Ltd. sponsored ADR

3,400

176,460

Valeant Pharmaceuticals International, Inc.

3,805

105,282

 

398,156

TOTAL HEALTH CARE

4,355,191

Common Stocks - continued

Shares

Value

INDUSTRIALS - 11.8%

Aerospace & Defense - 1.8%

AerCap Holdings NV (a)

9,431

$ 121,754

DigitalGlobe, Inc. (a)

6,724

219,539

Esterline Technologies Corp. (a)

5,050

305,222

Goodrich Corp.

3,359

275,673

ITT Corp.

2,990

141,098

Precision Castparts Corp.

877

119,781

Raytheon Co.

3,775

173,952

 

1,357,019

Airlines - 0.2%

Pinnacle Airlines Corp. (a)

19,113

110,091

Building Products - 1.1%

Armstrong World Industries, Inc. (a)

6,806

284,151

Masco Corp.

16,146

172,116

Owens Corning (a)

15,365

415,470

 

871,737

Commercial Services & Supplies - 2.2%

Avery Dennison Corp.

4,300

156,305

Interface, Inc. Class A

8,079

116,257

Iron Mountain, Inc.

24,827

540,980

Quad/Graphics, Inc. (a)

1,607

71,849

Republic Services, Inc.

9,744

290,469

Sykes Enterprises, Inc. (a)

8,636

143,444

The Geo Group, Inc. (a)

14,492

371,720

 

1,691,024

Construction & Engineering - 1.9%

Fluor Corp.

11,208

540,114

Foster Wheeler AG (a)

16,265

380,926

Jacobs Engineering Group, Inc. (a)

14,074

543,397

 

1,464,437

Electrical Equipment - 0.1%

EnerSys (a)

2,045

53,906

Industrial Conglomerates - 0.3%

Textron, Inc.

10,766

224,148

Machinery - 1.7%

Actuant Corp. Class A

3,707

83,296

AGCO Corp. (a)

3,525

149,707

ArvinMeritor, Inc. (a)

5,376

89,134

Dover Corp.

1,911

101,474

Ingersoll-Rand Co. Ltd.

8,300

326,273

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Navistar International Corp. (a)

6,187

$ 298,090

Pall Corp.

3,721

158,775

Vallourec SA

1,100

114,136

 

1,320,885

Marine - 0.1%

Ultrapetrol (Bahamas) Ltd. (a)

10,700

69,657

Professional Services - 0.6%

Towers Watson & Co.

9,397

483,194

Road & Rail - 1.8%

Con-way, Inc.

9,088

299,995

Contrans Group, Inc. Class A

16,800

144,132

Quality Distribution, Inc. (a)(d)

16,164

115,573

Union Pacific Corp.

7,365

645,763

Vitran Corp., Inc. (a)

12,600

140,994

 

1,346,457

TOTAL INDUSTRIALS

8,992,555

INFORMATION TECHNOLOGY - 8.9%

Communications Equipment - 0.4%

Comverse Technology, Inc. (a)

21,400

171,200

Research In Motion Ltd. (a)

1,800

102,510

 

273,710

Computers & Peripherals - 0.6%

Gemalto NV

4,285

195,089

Hewlett-Packard Co.

3,650

153,519

Western Digital Corp. (a)

2,463

78,865

 

427,473

Electronic Equipment & Components - 1.2%

Agilent Technologies, Inc. (a)

5,101

177,515

Avnet, Inc. (a)

14,581

434,222

Flextronics International Ltd. (a)

29,749

213,003

Molex, Inc. (d)

5,750

116,725

TTM Technologies, Inc. (a)

400

4,192

 

945,657

Internet Software & Services - 0.7%

eBay, Inc. (a)

10,175

303,317

Monster Worldwide, Inc. (a)

13,739

248,126

 

551,443

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - 1.2%

Acxiom Corp. (a)

19,664

$ 345,103

Atos Origin SA (a)

1,342

62,042

Fiserv, Inc. (a)

2,990

163,015

MasterCard, Inc. Class A

851

204,291

Wright Express Corp. (a)

2,701

101,855

 

876,306

Office Electronics - 0.2%

Xerox Corp.

14,235

166,550

Semiconductors & Semiconductor Equipment - 3.3%

Advanced Micro Devices, Inc. (a)

19,504

142,964

Avago Technologies Ltd. (a)

11,200

276,416

Intersil Corp. Class A

26,236

343,429

KLA-Tencor Corp.

9,300

332,196

Lam Research Corp. (a)

12,187

558,043

Marvell Technology Group Ltd. (a)

10,891

210,305

Micron Technology, Inc. (a)

47,450

392,412

NXP Semiconductors NV

3,296

43,474

ON Semiconductor Corp. (a)

16,800

128,856

PMC-Sierra, Inc. (a)

10,000

76,900

 

2,504,995

Software - 1.3%

BMC Software, Inc. (a)

8,629

392,274

CA, Inc.

7,538

174,957

Epicor Software Corp. (a)

14,922

140,267

Micro Focus International PLC

8,500

51,995

Symantec Corp. (a)

15,050

243,509

 

1,003,002

TOTAL INFORMATION TECHNOLOGY

6,749,136

MATERIALS - 6.1%

Chemicals - 3.8%

Air Products & Chemicals, Inc.

1,970

167,391

Ashland, Inc.

9,086

469,110

Cabot Corp.

7,650

260,253

Celanese Corp. Class A

13,675

487,514

CF Industries Holdings, Inc.

1,642

201,194

Clariant AG (Reg.) (a)

8,880

150,112

Innophos Holdings, Inc.

4,461

163,808

LyondellBasell Industries NV Class A (a)

1,700

45,662

Common Stocks - continued

Shares

Value

MATERIALS - continued

Chemicals - continued

Solutia, Inc. (a)

27,368

$ 495,634

Solvay SA Class A

600

63,525

Valspar Corp.

3,300

105,930

W.R. Grace & Co. (a)

6,450

206,787

Wacker Chemie AG

550

113,455

 

2,930,375

Construction Materials - 0.3%

HeidelbergCement AG

4,668

244,125

Containers & Packaging - 0.9%

Aptargroup, Inc.

2,508

112,559

Ball Corp.

6,029

388,026

Owens-Illinois, Inc. (a)

6,008

168,404

 

668,989

Metals & Mining - 1.1%

Commercial Metals Co.

7,249

100,616

Compania de Minas Buenaventura SA sponsored ADR

3,880

205,795

Compass Minerals International, Inc.

4,662

367,692

Walter Energy, Inc.

1,475

129,741

 

803,844

TOTAL MATERIALS

4,647,333

TELECOMMUNICATION SERVICES - 1.9%

Diversified Telecommunication Services - 1.0%

AboveNet, Inc. (a)

107

6,087

Cbeyond, Inc. (a)

7,919

107,302

Cincinnati Bell, Inc. (a)

17,600

43,120

Global Crossing Ltd. (a)

6,417

87,271

Iliad Group SA

777

87,466

Qwest Communications International, Inc.

53,489

353,027

Verizon Communications, Inc.

2,511

81,532

 

765,805

Wireless Telecommunication Services - 0.9%

American Tower Corp. Class A (a)

6,700

345,787

NII Holdings, Inc. (a)

7,290

304,795

Sprint Nextel Corp. (a)

15,060

62,047

 

712,629

TOTAL TELECOMMUNICATION SERVICES

1,478,434

Common Stocks - continued

Shares

Value

UTILITIES - 10.6%

Electric Utilities - 3.0%

American Electric Power Co., Inc.

19,801

$ 741,349

NextEra Energy, Inc.

8,807

484,737

PPL Corp.

39,501

1,062,577

 

2,288,663

Gas Utilities - 0.6%

China Gas Holdings Ltd. (d)

278,000

158,883

UGI Corp.

8,673

260,971

 

419,854

Independent Power Producers & Energy Traders - 1.9%

AES Corp. (a)

72,630

867,202

Calpine Corp. (a)

48,992

612,400

 

1,479,602

Multi-Utilities - 5.1%

National Grid PLC

97,838

925,085

PG&E Corp.

20,167

964,386

Public Service Enterprise Group, Inc.

26,414

854,493

Sempra Energy

20,900

1,117,734

 

3,861,698

TOTAL UTILITIES

8,049,817

TOTAL COMMON STOCKS

(Cost $75,239,090)

74,852,593

U.S. Treasury Obligations - 0.4%

 

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.12% to 0.15% 11/4/10 to 1/13/11 (f)
(Cost $259,948)

$ 260,000

259,954

Money Market Funds - 6.2%

Shares

Value

Fidelity Cash Central Fund, 0.23% (b)

3,139,601

$ 3,139,601

Fidelity Securities Lending Cash Central Fund, 0.24% (b)(c)

1,586,935

1,586,935

TOTAL MONEY MARKET FUNDS

(Cost $4,726,536)

4,726,536

TOTAL INVESTMENT PORTFOLIO - 104.8%

(Cost $80,225,574)

79,839,083

NET OTHER ASSETS (LIABILITIES) - (4.8)%

(3,631,035)

NET ASSETS - 100%

76,208,048

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

4 CME E-mini S&P Midcap 400 Index Contracts

Dec. 2010

$ 331,000

$ 1,672

The face value of futures purchased as a percentage of net assets is 0.4%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $348,752 or 0.5% of net assets.

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $259,954.

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

$ 1,840

Fidelity Securities Lending Cash Central Fund

8,722

Total

$ 10,562

Other Information

The following is a summary of the inputs used, as of October 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 9,209,923

$ 9,209,923

$ -

$ -

Consumer Staples

3,838,321

3,838,321

-

-

Energy

7,185,051

7,185,051

-

-

Financials

20,346,832

20,068,211

278,621

-

Health Care

4,355,191

4,355,191

-

-

Industrials

8,992,555

8,992,555

-

-

Information Technology

6,749,136

6,749,136

-

-

Materials

4,647,333

4,647,333

-

-

Telecommunication Services

1,478,434

1,478,434

-

-

Utilities

8,049,817

7,124,732

925,085

-

U.S. Government and Government Agency Obligations

259,954

-

259,954

-

Money Market Funds

4,726,536

4,726,536

-

-

Total Investments in Securities:

$ 79,839,083

$ 78,375,423

$ 1,463,660

$ -

Derivative Instruments:

Assets

Futures Contracts

$ 1,672

$ 1,672

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of October 31, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 1,672

$ -

Total Value of Derivatives

$ 1,672

$ -

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America

86.1%

Bermuda

2.4%

Canada

1.6%

Switzerland

1.6%

United Kingdom

1.4%

Ireland

1.2%

Netherlands

1.1%

Others (Individually Less Than 1%)

4.6%

 

100.0%

Income Tax Information

At October 31, 2010, the Fund had a capital loss carryforward of approximately $38,818,733 of which $5,235,611, $33,566,895 and $16,227 will expire on October 31, 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,563,125) - See accompanying schedule:

Unaffiliated issuers (cost $75,499,038)

$ 75,112,547

 

Fidelity Central Funds (cost $4,726,536)

4,726,536

 

Total Investments (cost $80,225,574)

 

$ 79,839,083

Receivable for investments sold

3,124,943

Receivable for fund shares sold

52,411

Dividends receivable

32,742

Interest receivable

2

Distributions receivable from Fidelity Central Funds

1,042

Receivable for daily variation on futures contracts

13,014

Other receivables

2,861

Total assets

83,066,098

 

 

 

Liabilities

Payable to custodian bank

$ 1,653,598

Payable for investments purchased

912,948

Payable for fund shares redeemed

2,566,202

Accrued management fee

31,068

Distribution and service plan fees payable

27,800

Other affiliated payables

21,814

Other payables and accrued expenses

57,685

Collateral on securities loaned, at value

1,586,935

Total liabilities

6,858,050

 

 

 

Net Assets

$ 76,208,048

Net Assets consist of:

 

Paid in capital

$ 116,188,454

Undistributed net investment income

222,772

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(39,818,509)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(384,669)

Net Assets

$ 76,208,048

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2010

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($37,971,649 ÷ 3,132,162 shares)

$ 12.12

 

 

 

Maximum offering price per share (100/94.25 of $12.12)

$ 12.86

Class T:
Net Asset Value
and redemption price per share ($17,907,931 ÷ 1,488,147 shares)

$ 12.03

 

 

 

Maximum offering price per share (100/96.50 of $12.03)

$ 12.47

Class B:
Net Asset Value
and offering price per share ($4,937,131 ÷ 420,156 shares)A

$ 11.75

 

 

 

Class C:
Net Asset Value
and offering price per share ($9,497,002 ÷ 809,769 shares)A

$ 11.73

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($5,894,335 ÷ 482,721 shares)

$ 12.21

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2010

 

 

 

Investment Income

 

 

Dividends

 

$ 1,114,433

Special dividends

 

316,370

Interest

 

7,284

Income from Fidelity Central Funds

 

10,562

Total income

 

1,448,649

 

 

 

Expenses

Management fee
Basic fee

$ 463,089

Performance adjustment

(92,417)

Transfer agent fees

255,755

Distribution and service plan fees

352,196

Accounting and security lending fees

32,790

Custodian fees and expenses

117,520

Independent trustees' compensation

473

Registration fees

60,107

Audit

55,466

Legal

416

Miscellaneous

1,098

Total expenses before reductions

1,246,493

Expense reductions

(74,514)

1,171,979

Net investment income (loss)

276,670

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(208,716)

Foreign currency transactions

(1,973)

Futures contracts

29,835

Total net realized gain (loss)

 

(180,854)

Change in net unrealized appreciation (depreciation) on:

Investment securities

17,341,509

Assets and liabilities in foreign currencies

183

Futures contracts

1,672

Total change in net unrealized appreciation (depreciation)

 

17,343,364

Net gain (loss)

17,162,510

Net increase (decrease) in net assets resulting from operations

$ 17,439,180

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2010

Year ended
October 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 276,670

$ 435,930

Net realized gain (loss)

(180,854)

(33,589,686)

Change in net unrealized appreciation (depreciation)

17,343,364

41,027,610

Net increase (decrease) in net assets resulting
from operations

17,439,180

7,873,854

Distributions to shareholders from net investment income

(184,993)

(401,567)

Distributions to shareholders from net realized gain

(33,457)

-

Total distributions

(218,450)

(401,567)

Share transactions - net increase (decrease)

(21,145,429)

(18,715,333)

Total increase (decrease) in net assets

(3,924,699)

(11,243,046)

 

 

 

Net Assets

Beginning of period

80,132,747

91,375,793

End of period (including undistributed net investment income of $222,772 and undistributed net investment income of $113,513, respectively)

$ 76,208,048

$ 80,132,747

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.81

$ 8.33

$ 16.55

$ 14.77

$ 12.72

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .06 F

  .06

  .08

  .03

  .03

Net realized and unrealized gain (loss)

  2.29

  1.46

  (7.33)

  2.18

  2.25

Total from investment operations

  2.35

  1.52

  (7.25)

  2.21

  2.28

Distributions from net investment income

  (.03)

  (.04)

  -

  -

  -

Distributions from net realized gain

  (.01)

  -

  (.97)

  (.43)

  (.23)

Total distributions

  (.04)

  (.04)

  (.97)

  (.43)

  (.23)

Net asset value, end of period

$ 12.12

$ 9.81

$ 8.33

$ 16.55

$ 14.77

Total Return A, B

  23.99%

  18.41%

  (46.38)%

  15.28%

  18.11%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.33%

  1.36%

  1.34%

  1.25%

  1.35%

Expenses net of fee waivers, if any

  1.25%

  1.25%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.24%

  1.25%

  1.25%

  1.24%

  1.24%

Net investment income (loss)

  .51% F

  .76%

  .65%

  .22%

  .24%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 37,972

$ 40,404

$ 39,288

$ 75,384

$ 47,960

Portfolio turnover rate E

  152%

  58%

  49%

  43%

  35%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .13%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.74

$ 8.29

$ 16.47

$ 14.70

$ 12.67

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .03 F

  .04

  .05

  - H

  - H

Net realized and unrealized gain (loss)

  2.27

  1.45

  (7.30)

  2.16

  2.23

Total from investment operations

  2.30

  1.49

  (7.25)

  2.16

  2.23

Distributions from net investment income

  (.01)

  (.04)

  -

  -

  -

Distributions from net realized gain

  (.01)

  -

  (.93)

  (.39)

  (.20)

Total distributions

  (.01) I

  (.04)

  (.93)

  (.39)

  (.20)

Net asset value, end of period

$ 12.03

$ 9.74

$ 8.29

$ 16.47

$ 14.70

Total Return A, B

  23.66%

  18.09%

  (46.50)%

  15.01%

  17.78%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.59%

  1.62%

  1.59%

  1.49%

  1.59%

Expenses net of fee waivers, if any

  1.50%

  1.50%

  1.50%

  1.49%

  1.50%

Expenses net of all reductions

  1.49%

  1.50%

  1.50%

  1.49%

  1.49%

Net investment income (loss)

  .26% F

  .51%

  .40%

  (.03)%

  (.01)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,908

$ 19,978

$ 22,523

$ 53,229

$ 43,716

Portfolio turnover rate E

  152%

  58%

  49%

  43%

  35%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.12)%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.01 per share is comprised of distributions from net investment income of $.008 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.54

$ 8.16

$ 16.30

$ 14.57

$ 12.57

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  (.03) F

  - H

  (.01)

  (.08)

  (.07)

Net realized and unrealized gain (loss)

  2.24

  1.41

  (7.20)

  2.14

  2.22

Total from investment operations

  2.21

  1.41

  (7.21)

  2.06

  2.15

Distributions from net investment income

  -

  (.03)

  -

  -

  -

Distributions from net realized gain

  -

  -

  (.93)

  (.33)

  (.15)

Total distributions

  -

  (.03)

  (.93)

  (.33)

  (.15)

Net asset value, end of period

$ 11.75

$ 9.54

$ 8.16

$ 16.30

$ 14.57

Total Return A, B

  23.17%

  17.43%

  (46.75)%

  14.39%

  17.21%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.08%

  2.12%

  2.10%

  2.03%

  2.15%

Expenses net of fee waivers, if any

  2.00%

  2.00%

  2.00%

  2.00%

  2.00%

Expenses net of all reductions

  1.99%

  2.00%

  2.00%

  2.00%

  1.99%

Net investment income (loss)

  (.24)% F

  .01%

  (.10)%

  (.54)%

  (.51)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,937

$ 4,828

$ 5,919

$ 15,565

$ 14,625

Portfolio turnover rate E

  152%

  58%

  49%

  43%

  35%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.62)%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.53

$ 8.14

$ 16.27

$ 14.55

$ 12.57

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  (.03) F

  - H

  (.01)

  (.08)

  (.07)

Net realized and unrealized gain (loss)

  2.23

  1.42

  (7.19)

  2.13

  2.22

Total from investment operations

  2.20

  1.42

  (7.20)

  2.05

  2.15

Distributions from net investment income

  -

  (.03)

  -

  -

  -

Distributions from net realized gain

  -

  -

  (.93)

  (.33)

  (.17)

Total distributions

  -

  (.03)

  (.93)

  (.33)

  (.17)

Net asset value, end of period

$ 11.73

$ 9.53

$ 8.14

$ 16.27

$ 14.55

Total Return A, B

  23.08%

  17.60%

  (46.78)%

  14.37%

  17.22%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.08%

  2.11%

  2.09%

  2.02%

  2.13%

Expenses net of fee waivers, if any

  2.00%

  2.00%

  2.00%

  2.00%

  2.00%

Expenses net of all reductions

  1.99%

  2.00%

  2.00%

  2.00%

  1.99%

Net investment income (loss)

  (.24)% F

  .01%

  (.10)%

  (.54)%

  (.51)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,497

$ 9,692

$ 10,418

$ 25,733

$ 19,093

Portfolio turnover rate E

  152%

  58%

  49%

  43%

  35%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.62)%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.88

$ 8.37

$ 16.65

$ 14.85

$ 12.79

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .09 E

  .08

  .12

  .08

  .07

Net realized and unrealized gain (loss)

  2.31

  1.47

  (7.38)

  2.18

  2.25

Total from investment operations

  2.40

  1.55

  (7.26)

  2.26

  2.32

Distributions from net investment income

  (.06)

  (.04)

  -

  -

  -

Distributions from net realized gain

  (.01)

  -

  (1.02)

  (.46)

  (.26)

Total distributions

  (.07)

  (.04)

  (1.02)

  (.46)

  (.26)

Net asset value, end of period

$ 12.21

$ 9.88

$ 8.37

$ 16.65

$ 14.85

Total Return A

  24.36%

  18.74%

  (46.27)%

  15.61%

  18.32%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.03%

  1.16%

  1.09%

  .95%

  1.00%

Expenses net of fee waivers, if any

  1.00%

  1.00%

  1.00%

  .95%

  1.00%

Expenses net of all reductions

  .99%

  1.00%

  1.00%

  .95%

  .99%

Net investment income (loss)

  .76% E

  1.01%

  .90%

  .51%

  .49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,894

$ 5,230

$ 13,229

$ 25,663

$ 6,140

Portfolio turnover rate D

  152%

  58%

  49%

  43%

  35%

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 $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .38%.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2010

1. Organization.

Fidelity Advisor Value Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the fund's own assumptions based on the best information available)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2010, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. 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 fair value and are categorized as Level 2 in the hierarchy.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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 the short-term gain distributions from the Underlying Funds, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 6,318,552

Gross unrealized depreciation

(7,703,147)

Net unrealized appreciation (depreciation)

$ (1,384,595)

 

 

Tax Cost

$ 81,223,678

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 222,772

Capital loss carryforward

$ (38,818,733)

Net unrealized appreciation (depreciation)

$ (1,384,445)

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2010

October 31, 2009

Ordinary Income

$ 218,450

$ 401,567

4. Operating Policies.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

5. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives may increase or decrease its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund.

The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty fees in excess of any collateral pledged by the counterparty to the Fund. Counterparty risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

Annual Report

Notes to Financial Statements - continued

5. Derivative Instruments - continued

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund uses futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

The underlying face amount at value of open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. The receivable and/or payable for the variation margin are reflected in the Statement of Assets and Liabilities.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market may limit the ability to close out a futures contract prior to settlement date.

During the period the Fund recognized net realized gain (loss) of $29,835 and a change in net unrealized appreciation (depreciation) of $1,672 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $121,662,152 and $143,114,981, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 the performance period). The upward or downward adjustment to the

Annual Report

7. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

management fee is based the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. The Fund's performance period began on July 1, 2008 and subsequent months will be added until the performance period includes 36 months. The Fund's performance adjustment took effect in June 2009. For the period, the total annual management fee rate, including the performance adjustment, was .45% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares, except for the Institutional Class. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 106,849

$ 795

Class T

.25%

.25%

98,826

170

Class B

.75%

.25%

50,182

37,802

Class C

.75%

.25%

96,339

6,624

 

 

 

$ 352,196

$ 45,391

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) 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

$ 6,189

Class T

1,821

Class B*

8,346

Class C*

813

 

$ 17,169

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

Notes to Financial Statements - continued

7. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 132,593

.31

Class T

62,861

.32

Class B

15,712

.31

Class C

30,093

.31

Institutional Class

14,496

.26

 

$ 255,755

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $3,204 for the period.

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $329 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

9. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. The lending agent may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $8,722. During the period, there were no securities loaned to FCM.

10. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.25%

$ 34,255

Class T

1.50%

17,687

Class B

2.00%

4,098

Class C

2.00%

7,955

Institutional Class

1.00%

1,355

 

 

$ 65,350

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 $9,164 for the period.

Annual Report

Notes to Financial Statements - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2010

2009

From net investment income

 

 

Class A

$ 136,522

$ 183,353

Class T

16,260

94,149

Class B

-

21,637

Class C

-

38,058

Institutional Class

32,211

64,370

Total

$ 184,993

$ 401,567

From net realized gain

 

 

Class A

$ 20,685

$ -

Class T

10,174

-

Institutional Class

2,598

-

Total

$ 33,457

$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

1,105,325

1,395,336

$ 12,387,189

$ 11,224,821

Reinvestment of distributions

14,068

24,355

148,280

172,677

Shares redeemed

(2,106,636)

(2,017,298)

(23,804,192)

(15,702,100)

Net increase (decrease)

(987,243)

(597,607)

$ (11,268,723)

$ (4,304,602)

Class T

 

 

 

 

Shares sold

273,571

777,416

$ 3,051,489

$ 6,292,773

Reinvestment of distributions

2,447

12,952

25,670

91,314

Shares redeemed

(839,646)

(1,456,823)

(9,300,763)

(10,836,897)

Net increase (decrease)

(563,628)

(666,455)

$ (6,223,604)

$ (4,452,810)

Class B

 

 

 

 

Shares sold

51,303

81,099

$ 565,167

$ 627,773

Reinvestment of distributions

-

2,853

-

19,798

Shares redeemed

(137,009)

(303,758)

(1,477,869)

(2,217,010)

Net increase (decrease)

(85,706)

(219,806)

$ (912,702)

$ (1,569,439)

Class C

 

 

 

 

Shares sold

99,978

351,278

$ 1,095,447

$ 2,823,183

Reinvestment of distributions

-

4,891

-

33,894

Shares redeemed

(307,741)

(618,264)

(3,326,863)

(4,563,797)

Net increase (decrease)

(207,763)

(262,095)

$ (2,231,416)

$ (1,706,720)

Annual Report

12. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Institutional Class

 

 

 

 

Shares sold

122,649

241,804

$ 1,401,064

$ 1,801,225

Reinvestment of distributions

1,916

6,706

20,309

47,816

Shares redeemed

(171,151)

(1,299,236)

(1,930,357)

(8,530,803)

Net increase (decrease)

(46,586)

(1,050,726)

$ (508,984)

$ (6,681,762)

13. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series I and Shareholders of Fidelity Advisor Value Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Value Fund (the Fund), a fund of Fidelity Advisor Series I, including the schedule of investments, as of October 31, 2010, and the related statement of operations for the year then ended, the statement of changes in 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. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Value Fund as of October 31, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 13, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. Edward C. Johnson 3d is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; 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 and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Annual Report

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (57)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition,
Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition,
Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds.
Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (46)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (49)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor Value 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

Dividend

Capital Gain

Class A

12/06/10

12/03/10

$0.064

$0.009

 

 

 

 

 

Class T

12/06/10

12/03/10

$0.035

$0.009

 

 

 

 

 

Class B

12/06/10

12/03/10

$0.000

$0.000

 

 

 

 

 

Class C

12/06/10

12/03/10

$0.000

$0.000

Class A designates 100%, Class T designates 100%, Class B designates 0%, and Class C designates 0% of the dividend distributed in December 2009 as qualifying for the dividends-received deduction for corporate shareholders.

Class A designates 100%, Class T designates 100%, Class B designates 0%, and Class C designates 0% of the dividend distributed in December 2009 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 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2010 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, 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

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Advisor Value Fund

fid439

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the first quartile for the one-year period, the fourth quartile for the three-year period, and the third quartile for the five-year period. The Board also noted that the investment performance of the fund was lower than its benchmark for the three- and five-year periods, although the one-year cumulative total return of Institutional Class (Class I) compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board 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.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 10% means that 90% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Advisor Value Fund

fid441

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 2009. 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 2009 represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expenses. 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 well as the impact of the fund's performance adjustment. 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 and Class B ranked below its competitive median for 2009, the total expenses of Class C ranked equal to its competitive median for 2009, and the total expenses of each of Class T and Institutional Class ranked above its competitive median for 2009. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expenses and fees charged to other Fidelity clients, the Board concluded that the total expenses of each class of the fund were reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board has also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

FAV-UANN-1210
1.809012.106

fid109

(Fidelity Investment logo)(registered trademark)
Fidelity AdvisorSM
Value
Fund - Institutional Class

Annual Report

October 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Equities have staged a rally in the second half of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remain about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,


(The chairman's signature appears here.)

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' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2010

Past 1
year

Past 5
years

Life of
class
A

  Institutional Class

24.36%

1.65%

4.93%

A From December 23, 2003.

$10,000 Over Life of Class

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Value 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 Russell Midcap® Value Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: Amid bouts of volatility, major U.S. stock market indexes recorded double-digit gains for the year ending October 31, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Aside from a January dip, stocks trended upward for the first half of the period amid indications the Great Recession was over. However, in April, lingering high unemployment and heightened concern over European debt sent equities falling. Markets regrouped in July, but fell again in August on mixed economic data. The final two months of the period brought renewed optimism, with the large-cap S&P 500® Index posting its best September/October performance since 1998. For the full 12 months, the S&P 500® rose 16.52%, while the blue-chip-laden Dow Jones Industrial AverageSM added 17.62% and the technology-heavy Nasdaq Composite® Index rose 23.72%. Among market segments, all 10 sectors in the S&P 500 posted gains, with more than half outperforming the broad-market index. Stocks of mid- and small-sized companies surged, with the Russell Midcap® Index adding 27.71% and Russell 2000® Index climbing 26.58%. Looking abroad, debt problems in several European countries cooled gains in developed markets, and yet the MSCI® EAFE® (Europe, Australasia, Far East) Index still rose 8.49%.

Comments from Matthew Friedman, who became Co-Portfolio Manager of Fidelity AdvisorSM Value Fund on May 1, 2010, and Lead Portfolio Manager on July 30, 2010: During the year, the fund's Class A, Class T, Class B and Class C shares returned 23.99%, 23.66%, 23.17% and 23.08%, respectively (excluding sales charges), lagging the 27.49% gain of the Russell Midcap Value Index. The fund adopted a multi-manager structure in July, giving me full responsibility for investing 50% of assets across all market sectors, with the other half spread among a team of sector portfolio managers. Weak results in energy and financials were the biggest relative detractors. Within energy, stakes in Petrohawk Energy and Weatherford International were hurt by unfavorable natural gas pricing. A significant overweighting in large-cap diversified financials that suffered from fears of increased government regulation held back performance. JPMorgan Chase and Bank of New York Mellon were in this category, as were banks Wells Fargo and BB&T. The fund had weak security selection in utilities and health care. On the upside, an overweighting and good choices in consumer discretionary led the way, including office supply retailer OfficeMax and commercial real estate broker CB Richard Ellis Group. The fund also had positive results from regional banking firm Huntington Bancshares, food packaging products provider Pactiv and some good stock picks within industrials. Some of these stocks were not in the benchmark, and some were sold prior to period end.

Comments from Matthew Friedman, who became Co-Portfolio Manager of Fidelity AdvisorSM Value Fund on May 1, 2010, and Lead Portfolio Manager on July 30, 2010: During the year, the fund's Institutional Class shares returned 24.36%, lagging the 27.49% gain of the Russell Midcap Value Index. The fund adopted a multi-manager structure in July, giving me full responsibility for investing 50% of assets across all market sectors, with the other half spread among a team of sector portfolio managers. Weak results in energy and financials were the biggest relative detractors. Within energy, stakes in Petrohawk Energy and Weatherford International were hurt by unfavorable natural gas pricing. A significant overweighting in large-cap diversified financials that suffered from fears of increased government regulation held back performance. JPMorgan Chase and Bank of New York Mellon were in this category, as were banks Wells Fargo and BB&T. The fund had weak security selection in utilities and health care. On the upside, an overweighting and good choices in consumer discretionary led the way, including office supply retailer OfficeMax and commercial real estate broker CB Richard Ellis Group. The fund also had positive results from regional banking firm Huntington Bancshares, food packaging products provider Pactiv and some good stock picks within industrials. Some of these stocks were not in the benchmark, and some were sold prior to period end.

Annual Report

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2010).

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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2010

Ending
Account Value
October 31, 2010

Expenses Paid
During Period
*
May 1, 2010
to October 31, 2010

Class A

1.25%

 

 

 

Actual

 

$ 1,000.00

$ 979.80

$ 6.24

Hypothetical A

 

$ 1,000.00

$ 1,018.90

$ 6.36

Class T

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 978.80

$ 7.48

Hypothetical A

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class B

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 976.70

$ 9.96

Hypothetical A

 

$ 1,000.00

$ 1,015.12

$ 10.16

Class C

2.00%

 

 

 

Actual

 

$ 1,000.00

$ 976.70

$ 9.96

Hypothetical A

 

$ 1,000.00

$ 1,015.12

$ 10.16

Institutional Class

1.00%

 

 

 

Actual

 

$ 1,000.00

$ 981.50

$ 4.99

Hypothetical A

 

$ 1,000.00

$ 1,020.16

$ 5.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Sempra Energy

1.5

0.6

PPL Corp.

1.4

0.0

PG&E Corp.

1.3

0.5

U.S. Bancorp, Delaware

1.2

0.7

National Grid PLC

1.2

0.0

Wells Fargo & Co.

1.2

1.3

AES Corp.

1.1

0.6

Public Service Enterprise Group, Inc.

1.1

0.0

Stanley Black & Decker, Inc.

1.1

1.3

JPMorgan Chase & Co.

1.0

1.1

 

12.1

Top Five Market Sectors as of October 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.7

26.7

Consumer Discretionary

12.1

11.8

Industrials

11.8

14.8

Utilities

10.6

6.3

Energy

9.4

8.5

Asset Allocation (% of fund's net assets)

As of October 31, 2010*

As of April 30, 2010**

fid64

Stocks and Equity
Futures 98.6%

 

fid64

Stocks 97.3%

 

fid433

Convertible
Securities 0.0%

 

fid73

Convertible
Securities 0.4%

 

fid85

Short-Term
Investments and
Net Other Assets 1.4%

 

fid85

Short-Term
Investments and
Net Other Assets 2.3%

 

* Foreign investments

13.9%

 

** Foreign investments

11.6%

 

fid88

Annual Report

Investments October 31, 2010

Showing Percentage of Net Assets

Common Stocks - 98.2%

Shares

Value

CONSUMER DISCRETIONARY - 12.1%

Automobiles - 0.9%

Fiat SpA

27,100

$ 458,533

Harley-Davidson, Inc.

6,659

204,298

 

662,831

Diversified Consumer Services - 0.2%

H&R Block, Inc.

13,100

154,449

Hotels, Restaurants & Leisure - 1.7%

Accor SA

2,043

83,761

Ameristar Casinos, Inc.

11,600

207,408

Bally Technologies, Inc. (a)

4,062

146,557

Brinker International, Inc.

13,715

254,276

Vail Resorts, Inc. (a)(d)

2,400

97,344

WMS Industries, Inc. (a)

4,176

182,199

Wyndham Worldwide Corp.

11,121

319,729

 

1,291,274

Household Durables - 2.5%

Ethan Allen Interiors, Inc. (d)

27,100

411,107

Garmin Ltd.

5,200

170,768

Jarden Corp.

3,866

123,944

PulteGroup, Inc. (a)

42,940

337,079

Stanley Black & Decker, Inc.

13,760

852,707

 

1,895,605

Internet & Catalog Retail - 0.7%

Expedia, Inc.

4,562

132,070

Liberty Media Corp. Interactive Series A (a)

27,470

405,457

 

537,527

Leisure Equipment & Products - 0.8%

Brunswick Corp.

31,170

493,109

Eastman Kodak Co. (a)(d)

29,210

137,579

 

630,688

Media - 2.1%

Interpublic Group of Companies, Inc. (a)

41,325

427,714

Liberty Global, Inc. Class A (a)(d)

5,800

219,182

MDC Partners, Inc. Class A (sub. vtg.)

5,600

77,840

United Business Media Ltd.

10,276

108,331

Valassis Communications, Inc. (a)

9,615

317,295

Virgin Media, Inc.

17,624

448,178

 

1,598,540

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Multiline Retail - 0.4%

Big Lots, Inc. (a)

4,729

$ 148,349

Kohl's Corp. (a)

1,164

59,597

Retail Ventures, Inc. (a)

4,231

57,499

 

265,445

Specialty Retail - 2.1%

Advance Auto Parts, Inc.

1,911

124,177

Best Buy Co., Inc.

8,240

354,155

OfficeMax, Inc. (a)

41,706

738,196

Sally Beauty Holdings, Inc. (a)

21,750

264,698

Staples, Inc.

6,592

134,938

 

1,616,164

Textiles, Apparel & Luxury Goods - 0.7%

Hanesbrands, Inc. (a)

7,646

189,621

Iconix Brand Group, Inc. (a)

14,230

249,025

Warnaco Group, Inc. (a)

2,236

118,754

 

557,400

TOTAL CONSUMER DISCRETIONARY

9,209,923

CONSUMER STAPLES - 5.0%

Beverages - 2.2%

Britvic PLC

8,913

68,887

Carlsberg AS Series B

2,300

251,497

Coca-Cola Enterprises, Inc.

16,300

391,363

Dr Pepper Snapple Group, Inc.

14,200

519,010

Molson Coors Brewing Co. Class B

5,100

240,873

The Coca-Cola Co.

4,264

261,468

 

1,733,098

Food & Staples Retailing - 1.3%

Kroger Co.

33,723

741,906

SUPERVALU, Inc.

3,300

35,607

Walgreen Co.

4,288

145,277

Winn-Dixie Stores, Inc. (a)

9,523

63,804

 

986,594

Food Products - 0.9%

Bunge Ltd.

11,241

675,247

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Personal Products - 0.6%

Avon Products, Inc.

14,561

$ 443,382

TOTAL CONSUMER STAPLES

3,838,321

ENERGY - 9.4%

Energy Equipment & Services - 3.1%

Baker Hughes, Inc.

16,632

770,561

Cameron International Corp. (a)

6,260

273,875

Halliburton Co.

17,000

541,620

McDermott International, Inc. (a)

13,616

210,095

Pride International, Inc. (a)

9,500

288,040

Transocean Ltd. (a)

4,825

305,712

 

2,389,903

Oil, Gas & Consumable Fuels - 6.3%

Apache Corp.

2,100

212,142

Atlas Pipeline Partners, LP

12,289

243,199

Cimarex Energy Co.

5,571

427,574

Denbury Resources, Inc. (a)

14,677

249,803

Enbridge Energy Partners LP

5,341

328,418

EXCO Resources, Inc.

11,169

165,636

Forest Oil Corp. (a)

5,100

156,723

Marathon Oil Corp.

11,946

424,919

NuStar Energy LP

2,993

188,559

Peabody Energy Corp.

7,900

417,910

Petrohawk Energy Corp. (a)

11,472

195,139

Pioneer Natural Resources Co.

3,313

231,247

Southwestern Energy Co. (a)

7,657

259,189

Talisman Energy, Inc.

22,500

407,908

Whiting Petroleum Corp. (a)

6,500

652,860

Williams Companies, Inc.

10,870

233,922

 

4,795,148

TOTAL ENERGY

7,185,051

FINANCIALS - 26.7%

Capital Markets - 3.1%

Bank of New York Mellon Corp.

18,072

452,884

Invesco Ltd.

16,594

381,662

Morgan Stanley

21,290

529,482

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

State Street Corp.

14,300

$ 597,168

TD Ameritrade Holding Corp.

22,352

381,996

 

2,343,192

Commercial Banks - 6.2%

BB&T Corp.

24,439

572,117

CapitalSource, Inc.

39,233

239,714

CIT Group, Inc. (a)

7,724

334,681

Comerica, Inc.

6,361

227,597

Itau Unibanco Banco Multiplo SA ADR (a)(e)

14,200

348,752

PNC Financial Services Group, Inc.

3,850

207,515

Regions Financial Corp.

32,857

206,999

SunTrust Banks, Inc.

14,982

374,850

TCF Financial Corp.

14,400

189,504

U.S. Bancorp, Delaware

39,178

947,324

Wells Fargo & Co.

33,568

875,453

Zions Bancorporation

8,704

179,825

 

4,704,331

Consumer Finance - 0.5%

SLM Corp. (a)

35,800

426,020

Diversified Financial Services - 1.5%

CME Group, Inc.

784

227,086

JPMorgan Chase & Co.

20,993

789,967

Moody's Corp.

5,414

146,503

 

1,163,556

Insurance - 8.2%

AEGON NV (a)

43,973

278,621

AFLAC, Inc.

8,726

487,696

Allstate Corp.

9,904

301,973

Aon Corp.

1,300

51,675

Assured Guaranty Ltd.

6,672

127,102

Berkshire Hathaway, Inc. Class B (a)

3,200

254,592

Delphi Financial Group, Inc. Class A

12,663

342,787

Everest Re Group Ltd.

3,292

277,450

Fairfax Financial Holdings Ltd. (sub. vtg.)

600

245,430

First American Financial Corp.

16,610

233,204

Genworth Financial, Inc. Class A (a)

19,440

220,450

Lincoln National Corp.

21,984

538,168

Marsh & McLennan Companies, Inc.

6,200

154,876

MetLife, Inc.

14,200

572,686

Reinsurance Group of America, Inc.

10,950

548,267

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

StanCorp Financial Group, Inc.

9,631

$ 413,170

Torchmark Corp.

4,666

267,268

Unum Group

18,167

407,304

XL Capital Ltd. Class A

23,648

500,155

 

6,222,874

Real Estate Investment Trusts - 5.3%

Alexandria Real Estate Equities, Inc.

6,991

513,699

CBL & Associates Properties, Inc.

9,850

154,448

Corporate Office Properties Trust (SBI)

5,156

182,986

iStar Financial, Inc. (a)(d)

4,058

18,545

Post Properties, Inc.

7,954

242,120

ProLogis Trust

54,065

737,987

Public Storage

2,347

232,869

Rayonier, Inc.

577

30,119

SL Green Realty Corp.

8,633

567,361

The Macerich Co.

5,400

240,894

Ventas, Inc.

9,308

498,536

Vornado Realty Trust

1,678

146,640

Weyerhaeuser Co.

28,612

464,087

 

4,030,291

Real Estate Management & Development - 1.6%

CB Richard Ellis Group, Inc. Class A (a)

15,507

284,553

Forest City Enterprises, Inc. Class A (a)(d)

29,511

430,565

Forestar Group, Inc. (a)

19,409

331,894

Wharf Holdings Ltd.

32,000

210,134

 

1,257,146

Thrifts & Mortgage Finance - 0.3%

People's United Financial, Inc.

16,200

199,422

TOTAL FINANCIALS

20,346,832

HEALTH CARE - 5.7%

Biotechnology - 0.4%

AMAG Pharmaceuticals, Inc. (a)

1,600

25,456

Clinical Data, Inc. (a)

3,400

64,566

Gilead Sciences, Inc. (a)

3,490

138,448

PDL BioPharma, Inc.

16,650

87,080

 

315,550

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - 1.1%

Alere, Inc. (a)

500

$ 14,775

C. R. Bard, Inc.

500

41,560

Conceptus, Inc. (a)(d)

8,176

116,181

Hill-Rom Holdings, Inc.

2,388

92,535

Orthofix International NV (a)

1,500

42,015

Wright Medical Group, Inc. (a)

10,800

144,072

Zimmer Holdings, Inc. (a)

8,240

390,906

 

842,044

Health Care Providers & Services - 3.0%

Brookdale Senior Living, Inc. (a)

10,052

188,777

Centene Corp. (a)

5,519

123,184

DaVita, Inc. (a)

5,181

371,737

Health Net, Inc. (a)

5,800

155,962

HealthSouth Corp. (a)

4,800

86,832

Henry Schein, Inc. (a)

700

39,305

Lincare Holdings, Inc.

12,206

320,041

McKesson Corp.

4,621

304,894

Medco Health Solutions, Inc. (a)

3,800

199,614

Omnicare, Inc.

2,400

57,888

Quest Diagnostics, Inc.

2,840

139,558

Sun Healthcare Group, Inc. (a)

5,500

52,305

Universal American Financial Corp.

3,286

52,839

Universal Health Services, Inc. Class B

3,797

156,702

 

2,249,638

Life Sciences Tools & Services - 0.7%

Charles River Laboratories International, Inc. (a)

600

19,662

ICON PLC sponsored ADR (a)

5,202

100,659

Lonza Group AG

2,327

203,658

PerkinElmer, Inc.

9,630

225,824

 

549,803

Pharmaceuticals - 0.5%

Cadence Pharmaceuticals, Inc. (a)(d)

7,389

65,614

Mylan, Inc. (a)

2,500

50,800

Teva Pharmaceutical Industries Ltd. sponsored ADR

3,400

176,460

Valeant Pharmaceuticals International, Inc.

3,805

105,282

 

398,156

TOTAL HEALTH CARE

4,355,191

Common Stocks - continued

Shares

Value

INDUSTRIALS - 11.8%

Aerospace & Defense - 1.8%

AerCap Holdings NV (a)

9,431

$ 121,754

DigitalGlobe, Inc. (a)

6,724

219,539

Esterline Technologies Corp. (a)

5,050

305,222

Goodrich Corp.

3,359

275,673

ITT Corp.

2,990

141,098

Precision Castparts Corp.

877

119,781

Raytheon Co.

3,775

173,952

 

1,357,019

Airlines - 0.2%

Pinnacle Airlines Corp. (a)

19,113

110,091

Building Products - 1.1%

Armstrong World Industries, Inc. (a)

6,806

284,151

Masco Corp.

16,146

172,116

Owens Corning (a)

15,365

415,470

 

871,737

Commercial Services & Supplies - 2.2%

Avery Dennison Corp.

4,300

156,305

Interface, Inc. Class A

8,079

116,257

Iron Mountain, Inc.

24,827

540,980

Quad/Graphics, Inc. (a)

1,607

71,849

Republic Services, Inc.

9,744

290,469

Sykes Enterprises, Inc. (a)

8,636

143,444

The Geo Group, Inc. (a)

14,492

371,720

 

1,691,024

Construction & Engineering - 1.9%

Fluor Corp.

11,208

540,114

Foster Wheeler AG (a)

16,265

380,926

Jacobs Engineering Group, Inc. (a)

14,074

543,397

 

1,464,437

Electrical Equipment - 0.1%

EnerSys (a)

2,045

53,906

Industrial Conglomerates - 0.3%

Textron, Inc.

10,766

224,148

Machinery - 1.7%

Actuant Corp. Class A

3,707

83,296

AGCO Corp. (a)

3,525

149,707

ArvinMeritor, Inc. (a)

5,376

89,134

Dover Corp.

1,911

101,474

Ingersoll-Rand Co. Ltd.

8,300

326,273

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Navistar International Corp. (a)

6,187

$ 298,090

Pall Corp.

3,721

158,775

Vallourec SA

1,100

114,136

 

1,320,885

Marine - 0.1%

Ultrapetrol (Bahamas) Ltd. (a)

10,700

69,657

Professional Services - 0.6%

Towers Watson & Co.

9,397

483,194

Road & Rail - 1.8%

Con-way, Inc.

9,088

299,995

Contrans Group, Inc. Class A

16,800

144,132

Quality Distribution, Inc. (a)(d)

16,164

115,573

Union Pacific Corp.

7,365

645,763

Vitran Corp., Inc. (a)

12,600

140,994

 

1,346,457

TOTAL INDUSTRIALS

8,992,555

INFORMATION TECHNOLOGY - 8.9%

Communications Equipment - 0.4%

Comverse Technology, Inc. (a)

21,400

171,200

Research In Motion Ltd. (a)

1,800

102,510

 

273,710

Computers & Peripherals - 0.6%

Gemalto NV

4,285

195,089

Hewlett-Packard Co.

3,650

153,519

Western Digital Corp. (a)

2,463

78,865

 

427,473

Electronic Equipment & Components - 1.2%

Agilent Technologies, Inc. (a)

5,101

177,515

Avnet, Inc. (a)

14,581

434,222

Flextronics International Ltd. (a)

29,749

213,003

Molex, Inc. (d)

5,750

116,725

TTM Technologies, Inc. (a)

400

4,192

 

945,657

Internet Software & Services - 0.7%

eBay, Inc. (a)

10,175

303,317

Monster Worldwide, Inc. (a)

13,739

248,126

 

551,443

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - 1.2%

Acxiom Corp. (a)

19,664

$ 345,103

Atos Origin SA (a)

1,342

62,042

Fiserv, Inc. (a)

2,990

163,015

MasterCard, Inc. Class A

851

204,291

Wright Express Corp. (a)

2,701

101,855

 

876,306

Office Electronics - 0.2%

Xerox Corp.

14,235

166,550

Semiconductors & Semiconductor Equipment - 3.3%

Advanced Micro Devices, Inc. (a)

19,504

142,964

Avago Technologies Ltd. (a)

11,200

276,416

Intersil Corp. Class A

26,236

343,429

KLA-Tencor Corp.

9,300

332,196

Lam Research Corp. (a)

12,187

558,043

Marvell Technology Group Ltd. (a)

10,891

210,305

Micron Technology, Inc. (a)

47,450

392,412

NXP Semiconductors NV

3,296

43,474

ON Semiconductor Corp. (a)

16,800

128,856

PMC-Sierra, Inc. (a)

10,000

76,900

 

2,504,995

Software - 1.3%

BMC Software, Inc. (a)

8,629

392,274

CA, Inc.

7,538

174,957

Epicor Software Corp. (a)

14,922

140,267

Micro Focus International PLC

8,500

51,995

Symantec Corp. (a)

15,050

243,509

 

1,003,002

TOTAL INFORMATION TECHNOLOGY

6,749,136

MATERIALS - 6.1%

Chemicals - 3.8%

Air Products & Chemicals, Inc.

1,970

167,391

Ashland, Inc.

9,086

469,110

Cabot Corp.

7,650

260,253

Celanese Corp. Class A

13,675

487,514

CF Industries Holdings, Inc.

1,642

201,194

Clariant AG (Reg.) (a)

8,880

150,112

Innophos Holdings, Inc.

4,461

163,808

LyondellBasell Industries NV Class A (a)

1,700

45,662

Common Stocks - continued

Shares

Value

MATERIALS - continued

Chemicals - continued

Solutia, Inc. (a)

27,368

$ 495,634

Solvay SA Class A

600

63,525

Valspar Corp.

3,300

105,930

W.R. Grace & Co. (a)

6,450

206,787

Wacker Chemie AG

550

113,455

 

2,930,375

Construction Materials - 0.3%

HeidelbergCement AG

4,668

244,125

Containers & Packaging - 0.9%

Aptargroup, Inc.

2,508

112,559

Ball Corp.

6,029

388,026

Owens-Illinois, Inc. (a)

6,008

168,404

 

668,989

Metals & Mining - 1.1%

Commercial Metals Co.

7,249

100,616

Compania de Minas Buenaventura SA sponsored ADR

3,880

205,795

Compass Minerals International, Inc.

4,662

367,692

Walter Energy, Inc.

1,475

129,741

 

803,844

TOTAL MATERIALS

4,647,333

TELECOMMUNICATION SERVICES - 1.9%

Diversified Telecommunication Services - 1.0%

AboveNet, Inc. (a)

107

6,087

Cbeyond, Inc. (a)

7,919

107,302

Cincinnati Bell, Inc. (a)

17,600

43,120

Global Crossing Ltd. (a)

6,417

87,271

Iliad Group SA

777

87,466

Qwest Communications International, Inc.

53,489

353,027

Verizon Communications, Inc.

2,511

81,532

 

765,805

Wireless Telecommunication Services - 0.9%

American Tower Corp. Class A (a)

6,700

345,787

NII Holdings, Inc. (a)

7,290

304,795

Sprint Nextel Corp. (a)

15,060

62,047

 

712,629

TOTAL TELECOMMUNICATION SERVICES

1,478,434

Common Stocks - continued

Shares

Value

UTILITIES - 10.6%

Electric Utilities - 3.0%

American Electric Power Co., Inc.

19,801

$ 741,349

NextEra Energy, Inc.

8,807

484,737

PPL Corp.

39,501

1,062,577

 

2,288,663

Gas Utilities - 0.6%

China Gas Holdings Ltd. (d)

278,000

158,883

UGI Corp.

8,673

260,971

 

419,854

Independent Power Producers & Energy Traders - 1.9%

AES Corp. (a)

72,630

867,202

Calpine Corp. (a)

48,992

612,400

 

1,479,602

Multi-Utilities - 5.1%

National Grid PLC

97,838

925,085

PG&E Corp.

20,167

964,386

Public Service Enterprise Group, Inc.

26,414

854,493

Sempra Energy

20,900

1,117,734

 

3,861,698

TOTAL UTILITIES

8,049,817

TOTAL COMMON STOCKS

(Cost $75,239,090)

74,852,593

U.S. Treasury Obligations - 0.4%

 

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.12% to 0.15% 11/4/10 to 1/13/11 (f)
(Cost $259,948)

$ 260,000

259,954

Money Market Funds - 6.2%

Shares

Value

Fidelity Cash Central Fund, 0.23% (b)

3,139,601

$ 3,139,601

Fidelity Securities Lending Cash Central Fund, 0.24% (b)(c)

1,586,935

1,586,935

TOTAL MONEY MARKET FUNDS

(Cost $4,726,536)

4,726,536

TOTAL INVESTMENT PORTFOLIO - 104.8%

(Cost $80,225,574)

79,839,083

NET OTHER ASSETS (LIABILITIES) - (4.8)%

(3,631,035)

NET ASSETS - 100%

76,208,048

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

4 CME E-mini S&P Midcap 400 Index Contracts

Dec. 2010

$ 331,000

$ 1,672

The face value of futures purchased as a percentage of net assets is 0.4%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $348,752 or 0.5% of net assets.

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $259,954.

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

$ 1,840

Fidelity Securities Lending Cash Central Fund

8,722

Total

$ 10,562

Other Information

The following is a summary of the inputs used, as of October 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 9,209,923

$ 9,209,923

$ -

$ -

Consumer Staples

3,838,321

3,838,321

-

-

Energy

7,185,051

7,185,051

-

-

Financials

20,346,832

20,068,211

278,621

-

Health Care

4,355,191

4,355,191

-

-

Industrials

8,992,555

8,992,555

-

-

Information Technology

6,749,136

6,749,136

-

-

Materials

4,647,333

4,647,333

-

-

Telecommunication Services

1,478,434

1,478,434

-

-

Utilities

8,049,817

7,124,732

925,085

-

U.S. Government and Government Agency Obligations

259,954

-

259,954

-

Money Market Funds

4,726,536

4,726,536

-

-

Total Investments in Securities:

$ 79,839,083

$ 78,375,423

$ 1,463,660

$ -

Derivative Instruments:

Assets

Futures Contracts

$ 1,672

$ 1,672

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of October 31, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 1,672

$ -

Total Value of Derivatives

$ 1,672

$ -

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America

86.1%

Bermuda

2.4%

Canada

1.6%

Switzerland

1.6%

United Kingdom

1.4%

Ireland

1.2%

Netherlands

1.1%

Others (Individually Less Than 1%)

4.6%

 

100.0%

Income Tax Information

At October 31, 2010, the Fund had a capital loss carryforward of approximately $38,818,733 of which $5,235,611, $33,566,895 and $16,227 will expire on October 31, 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

October 31, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,563,125) - See accompanying schedule:

Unaffiliated issuers (cost $75,499,038)

$ 75,112,547

 

Fidelity Central Funds (cost $4,726,536)

4,726,536

 

Total Investments (cost $80,225,574)

 

$ 79,839,083

Receivable for investments sold

3,124,943

Receivable for fund shares sold

52,411

Dividends receivable

32,742

Interest receivable

2

Distributions receivable from Fidelity Central Funds

1,042

Receivable for daily variation on futures contracts

13,014

Other receivables

2,861

Total assets

83,066,098

 

 

 

Liabilities

Payable to custodian bank

$ 1,653,598

Payable for investments purchased

912,948

Payable for fund shares redeemed

2,566,202

Accrued management fee

31,068

Distribution and service plan fees payable

27,800

Other affiliated payables

21,814

Other payables and accrued expenses

57,685

Collateral on securities loaned, at value

1,586,935

Total liabilities

6,858,050

 

 

 

Net Assets

$ 76,208,048

Net Assets consist of:

 

Paid in capital

$ 116,188,454

Undistributed net investment income

222,772

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(39,818,509)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(384,669)

Net Assets

$ 76,208,048

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2010

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($37,971,649 ÷ 3,132,162 shares)

$ 12.12

 

 

 

Maximum offering price per share (100/94.25 of $12.12)

$ 12.86

Class T:
Net Asset Value
and redemption price per share ($17,907,931 ÷ 1,488,147 shares)

$ 12.03

 

 

 

Maximum offering price per share (100/96.50 of $12.03)

$ 12.47

Class B:
Net Asset Value
and offering price per share ($4,937,131 ÷ 420,156 shares)A

$ 11.75

 

 

 

Class C:
Net Asset Value
and offering price per share ($9,497,002 ÷ 809,769 shares)A

$ 11.73

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($5,894,335 ÷ 482,721 shares)

$ 12.21

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2010

 

 

 

Investment Income

 

 

Dividends

 

$ 1,114,433

Special dividends

 

316,370

Interest

 

7,284

Income from Fidelity Central Funds

 

10,562

Total income

 

1,448,649

 

 

 

Expenses

Management fee
Basic fee

$ 463,089

Performance adjustment

(92,417)

Transfer agent fees

255,755

Distribution and service plan fees

352,196

Accounting and security lending fees

32,790

Custodian fees and expenses

117,520

Independent trustees' compensation

473

Registration fees

60,107

Audit

55,466

Legal

416

Miscellaneous

1,098

Total expenses before reductions

1,246,493

Expense reductions

(74,514)

1,171,979

Net investment income (loss)

276,670

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(208,716)

Foreign currency transactions

(1,973)

Futures contracts

29,835

Total net realized gain (loss)

 

(180,854)

Change in net unrealized appreciation (depreciation) on:

Investment securities

17,341,509

Assets and liabilities in foreign currencies

183

Futures contracts

1,672

Total change in net unrealized appreciation (depreciation)

 

17,343,364

Net gain (loss)

17,162,510

Net increase (decrease) in net assets resulting from operations

$ 17,439,180

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2010

Year ended
October 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 276,670

$ 435,930

Net realized gain (loss)

(180,854)

(33,589,686)

Change in net unrealized appreciation (depreciation)

17,343,364

41,027,610

Net increase (decrease) in net assets resulting
from operations

17,439,180

7,873,854

Distributions to shareholders from net investment income

(184,993)

(401,567)

Distributions to shareholders from net realized gain

(33,457)

-

Total distributions

(218,450)

(401,567)

Share transactions - net increase (decrease)

(21,145,429)

(18,715,333)

Total increase (decrease) in net assets

(3,924,699)

(11,243,046)

 

 

 

Net Assets

Beginning of period

80,132,747

91,375,793

End of period (including undistributed net investment income of $222,772 and undistributed net investment income of $113,513, respectively)

$ 76,208,048

$ 80,132,747

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.81

$ 8.33

$ 16.55

$ 14.77

$ 12.72

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .06 F

  .06

  .08

  .03

  .03

Net realized and unrealized gain (loss)

  2.29

  1.46

  (7.33)

  2.18

  2.25

Total from investment operations

  2.35

  1.52

  (7.25)

  2.21

  2.28

Distributions from net investment income

  (.03)

  (.04)

  -

  -

  -

Distributions from net realized gain

  (.01)

  -

  (.97)

  (.43)

  (.23)

Total distributions

  (.04)

  (.04)

  (.97)

  (.43)

  (.23)

Net asset value, end of period

$ 12.12

$ 9.81

$ 8.33

$ 16.55

$ 14.77

Total Return A, B

  23.99%

  18.41%

  (46.38)%

  15.28%

  18.11%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.33%

  1.36%

  1.34%

  1.25%

  1.35%

Expenses net of fee waivers, if any

  1.25%

  1.25%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.24%

  1.25%

  1.25%

  1.24%

  1.24%

Net investment income (loss)

  .51% F

  .76%

  .65%

  .22%

  .24%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 37,972

$ 40,404

$ 39,288

$ 75,384

$ 47,960

Portfolio turnover rate E

  152%

  58%

  49%

  43%

  35%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .13%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.74

$ 8.29

$ 16.47

$ 14.70

$ 12.67

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  .03 F

  .04

  .05

  - H

  - H

Net realized and unrealized gain (loss)

  2.27

  1.45

  (7.30)

  2.16

  2.23

Total from investment operations

  2.30

  1.49

  (7.25)

  2.16

  2.23

Distributions from net investment income

  (.01)

  (.04)

  -

  -

  -

Distributions from net realized gain

  (.01)

  -

  (.93)

  (.39)

  (.20)

Total distributions

  (.01) I

  (.04)

  (.93)

  (.39)

  (.20)

Net asset value, end of period

$ 12.03

$ 9.74

$ 8.29

$ 16.47

$ 14.70

Total Return A, B

  23.66%

  18.09%

  (46.50)%

  15.01%

  17.78%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.59%

  1.62%

  1.59%

  1.49%

  1.59%

Expenses net of fee waivers, if any

  1.50%

  1.50%

  1.50%

  1.49%

  1.50%

Expenses net of all reductions

  1.49%

  1.50%

  1.50%

  1.49%

  1.49%

Net investment income (loss)

  .26% F

  .51%

  .40%

  (.03)%

  (.01)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,908

$ 19,978

$ 22,523

$ 53,229

$ 43,716

Portfolio turnover rate E

  152%

  58%

  49%

  43%

  35%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.12)%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.01 per share is comprised of distributions from net investment income of $.008 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.54

$ 8.16

$ 16.30

$ 14.57

$ 12.57

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  (.03) F

  - H

  (.01)

  (.08)

  (.07)

Net realized and unrealized gain (loss)

  2.24

  1.41

  (7.20)

  2.14

  2.22

Total from investment operations

  2.21

  1.41

  (7.21)

  2.06

  2.15

Distributions from net investment income

  -

  (.03)

  -

  -

  -

Distributions from net realized gain

  -

  -

  (.93)

  (.33)

  (.15)

Total distributions

  -

  (.03)

  (.93)

  (.33)

  (.15)

Net asset value, end of period

$ 11.75

$ 9.54

$ 8.16

$ 16.30

$ 14.57

Total Return A, B

  23.17%

  17.43%

  (46.75)%

  14.39%

  17.21%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.08%

  2.12%

  2.10%

  2.03%

  2.15%

Expenses net of fee waivers, if any

  2.00%

  2.00%

  2.00%

  2.00%

  2.00%

Expenses net of all reductions

  1.99%

  2.00%

  2.00%

  2.00%

  1.99%

Net investment income (loss)

  (.24)% F

  .01%

  (.10)%

  (.54)%

  (.51)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,937

$ 4,828

$ 5,919

$ 15,565

$ 14,625

Portfolio turnover rate E

  152%

  58%

  49%

  43%

  35%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.62)%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.53

$ 8.14

$ 16.27

$ 14.55

$ 12.57

Income from Investment Operations

 

 

 

 

Net investment income (loss) C

  (.03) F

  - H

  (.01)

  (.08)

  (.07)

Net realized and unrealized gain (loss)

  2.23

  1.42

  (7.19)

  2.13

  2.22

Total from investment operations

  2.20

  1.42

  (7.20)

  2.05

  2.15

Distributions from net investment income

  -

  (.03)

  -

  -

  -

Distributions from net realized gain

  -

  -

  (.93)

  (.33)

  (.17)

Total distributions

  -

  (.03)

  (.93)

  (.33)

  (.17)

Net asset value, end of period

$ 11.73

$ 9.53

$ 8.14

$ 16.27

$ 14.55

Total Return A, B

  23.08%

  17.60%

  (46.78)%

  14.37%

  17.22%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.08%

  2.11%

  2.09%

  2.02%

  2.13%

Expenses net of fee waivers, if any

  2.00%

  2.00%

  2.00%

  2.00%

  2.00%

Expenses net of all reductions

  1.99%

  2.00%

  2.00%

  2.00%

  1.99%

Net investment income (loss)

  (.24)% F

  .01%

  (.10)%

  (.54)%

  (.51)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,497

$ 9,692

$ 10,418

$ 25,733

$ 19,093

Portfolio turnover rate E

  152%

  58%

  49%

  43%

  35%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.62)%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.88

$ 8.37

$ 16.65

$ 14.85

$ 12.79

Income from Investment Operations

 

 

 

 

Net investment income (loss) B

  .09 E

  .08

  .12

  .08

  .07

Net realized and unrealized gain (loss)

  2.31

  1.47

  (7.38)

  2.18

  2.25

Total from investment operations

  2.40

  1.55

  (7.26)

  2.26

  2.32

Distributions from net investment income

  (.06)

  (.04)

  -

  -

  -

Distributions from net realized gain

  (.01)

  -

  (1.02)

  (.46)

  (.26)

Total distributions

  (.07)

  (.04)

  (1.02)

  (.46)

  (.26)

Net asset value, end of period

$ 12.21

$ 9.88

$ 8.37

$ 16.65

$ 14.85

Total Return A

  24.36%

  18.74%

  (46.27)%

  15.61%

  18.32%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.03%

  1.16%

  1.09%

  .95%

  1.00%

Expenses net of fee waivers, if any

  1.00%

  1.00%

  1.00%

  .95%

  1.00%

Expenses net of all reductions

  .99%

  1.00%

  1.00%

  .95%

  .99%

Net investment income (loss)

  .76% E

  1.01%

  .90%

  .51%

  .49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,894

$ 5,230

$ 13,229

$ 25,663

$ 6,140

Portfolio turnover rate D

  152%

  58%

  49%

  43%

  35%

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 $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .38%.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2010

1. Organization.

Fidelity Advisor Value Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the fund's own assumptions based on the best information available)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2010, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. 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 fair value and are categorized as Level 2 in the hierarchy.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of October 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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 the short-term gain distributions from the Underlying Funds, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 6,318,552

Gross unrealized depreciation

(7,703,147)

Net unrealized appreciation (depreciation)

$ (1,384,595)

 

 

Tax Cost

$ 81,223,678

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 222,772

Capital loss carryforward

$ (38,818,733)

Net unrealized appreciation (depreciation)

$ (1,384,445)

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2010

October 31, 2009

Ordinary Income

$ 218,450

$ 401,567

4. Operating Policies.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

5. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives may increase or decrease its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund.

The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty fees in excess of any collateral pledged by the counterparty to the Fund. Counterparty risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

Annual Report

Notes to Financial Statements - continued

5. Derivative Instruments - continued

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund uses futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

The underlying face amount at value of open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. The receivable and/or payable for the variation margin are reflected in the Statement of Assets and Liabilities.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market may limit the ability to close out a futures contract prior to settlement date.

During the period the Fund recognized net realized gain (loss) of $29,835 and a change in net unrealized appreciation (depreciation) of $1,672 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $121,662,152 and $143,114,981, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 the performance period). The upward or downward adjustment to the

Annual Report

7. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

management fee is based the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. The Fund's performance period began on July 1, 2008 and subsequent months will be added until the performance period includes 36 months. The Fund's performance adjustment took effect in June 2009. For the period, the total annual management fee rate, including the performance adjustment, was .45% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares, except for the Institutional Class. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 106,849

$ 795

Class T

.25%

.25%

98,826

170

Class B

.75%

.25%

50,182

37,802

Class C

.75%

.25%

96,339

6,624

 

 

 

$ 352,196

$ 45,391

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) 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

$ 6,189

Class T

1,821

Class B*

8,346

Class C*

813

 

$ 17,169

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

Notes to Financial Statements - continued

7. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 132,593

.31

Class T

62,861

.32

Class B

15,712

.31

Class C

30,093

.31

Institutional Class

14,496

.26

 

$ 255,755

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $3,204 for the period.

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $329 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

9. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. The lending agent may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $8,722. During the period, there were no securities loaned to FCM.

10. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.25%

$ 34,255

Class T

1.50%

17,687

Class B

2.00%

4,098

Class C

2.00%

7,955

Institutional Class

1.00%

1,355

 

 

$ 65,350

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 $9,164 for the period.

Annual Report

Notes to Financial Statements - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2010

2009

From net investment income

 

 

Class A

$ 136,522

$ 183,353

Class T

16,260

94,149

Class B

-

21,637

Class C

-

38,058

Institutional Class

32,211

64,370

Total

$ 184,993

$ 401,567

From net realized gain

 

 

Class A

$ 20,685

$ -

Class T

10,174

-

Institutional Class

2,598

-

Total

$ 33,457

$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

1,105,325

1,395,336

$ 12,387,189

$ 11,224,821

Reinvestment of distributions

14,068

24,355

148,280

172,677

Shares redeemed

(2,106,636)

(2,017,298)

(23,804,192)

(15,702,100)

Net increase (decrease)

(987,243)

(597,607)

$ (11,268,723)

$ (4,304,602)

Class T

 

 

 

 

Shares sold

273,571

777,416

$ 3,051,489

$ 6,292,773

Reinvestment of distributions

2,447

12,952

25,670

91,314

Shares redeemed

(839,646)

(1,456,823)

(9,300,763)

(10,836,897)

Net increase (decrease)

(563,628)

(666,455)

$ (6,223,604)

$ (4,452,810)

Class B

 

 

 

 

Shares sold

51,303

81,099

$ 565,167

$ 627,773

Reinvestment of distributions

-

2,853

-

19,798

Shares redeemed

(137,009)

(303,758)

(1,477,869)

(2,217,010)

Net increase (decrease)

(85,706)

(219,806)

$ (912,702)

$ (1,569,439)

Class C

 

 

 

 

Shares sold

99,978

351,278

$ 1,095,447

$ 2,823,183

Reinvestment of distributions

-

4,891

-

33,894

Shares redeemed

(307,741)

(618,264)

(3,326,863)

(4,563,797)

Net increase (decrease)

(207,763)

(262,095)

$ (2,231,416)

$ (1,706,720)

Annual Report

12. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2010

2009

2010

2009

Institutional Class

 

 

 

 

Shares sold

122,649

241,804

$ 1,401,064

$ 1,801,225

Reinvestment of distributions

1,916

6,706

20,309

47,816

Shares redeemed

(171,151)

(1,299,236)

(1,930,357)

(8,530,803)

Net increase (decrease)

(46,586)

(1,050,726)

$ (508,984)

$ (6,681,762)

13. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series I and Shareholders of Fidelity Advisor Value Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Value Fund (the Fund), a fund of Fidelity Advisor Series I, including the schedule of investments, as of October 31, 2010, and the related statement of operations for the year then ended, the statement of changes in 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. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Value Fund as of October 31, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 13, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. Edward C. Johnson 3d is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1983

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; 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 and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Annual Report

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (57)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition,
Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition,
Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds.
Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Thomas C. Hense (46)

 

Year of Election or Appointment: 2008 or 2010

Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (49)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (42)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor Value Fund voted to pay to shareholders of record at the opening of business on record date, the following distribution per share derived from capital gains realized from sale of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividend

Capital Gain

Institutional Class

12/06/10

12/03/10

$0.100

$0.009

Institutional Class designates 100% of the dividend distributed in December 2009 as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% of the dividend distributed in December 2009 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 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2010 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, 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

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Advisor Value Fund

fid439

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) of the fund was in the first quartile for the one-year period, the fourth quartile for the three-year period, and the third quartile for the five-year period. The Board also noted that the investment performance of the fund was lower than its benchmark for the three- and five-year periods, although the one-year cumulative total return of Institutional Class (Class I) compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board 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.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 10% means that 90% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Advisor Value Fund

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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 2009. 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 2009 represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expenses. 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 well as the impact of the fund's performance adjustment. 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 and Class B ranked below its competitive median for 2009, the total expenses of Class C ranked equal to its competitive median for 2009, and the total expenses of each of Class T and Institutional Class ranked above its competitive median for 2009. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expenses and fees charged to other Fidelity clients, the Board concluded that the total expenses of each class of the fund were reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board has also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

FAVI-UANN-1210
1.809013.106

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Item 2. Code of Ethics

As of the end of the period, October 31, 2010, Fidelity Advisor Series I (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity Advisor Floating Rate High Income Fund, Fidelity Advisor High Income Advantage Fund, Fidelity Advisor High Income Fund, and Fidelity Advisor Value Fund (the "Funds"):

Services Billed by Deloitte Entities

October 31, 2010 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Advisor Floating Rate High Income Fund

$129,000

$-

$5,600

$-

Fidelity Advisor High Income Advantage Fund

$59,000

$-

$5,600

$-

Fidelity Advisor High Income Fund

$51,000

$-

$5,600

$-

Fidelity Advisor Value Fund

$39,000

$-

$5,700

$-

October 31, 2009 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Advisor Floating Rate High Income Fund

$145,000

$-

$5,600

$-

Fidelity Advisor High Income Advantage Fund

$67,000

$-

$5,600

$-

Fidelity Advisor High Income Fund

$60,000

$-

$5,600

$-

Fidelity Advisor Value Fund

$40,000

$-

$5,700

$-

A Amounts may reflect rounding.

The following table presents fees billed by Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

 

October 31, 2010A

October 31, 2009A

Audit-Related Fees

$720,000

$685,000

Tax Fees

$-

$2,000

All Other Fees

$790,000

$215,000

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for assurance services provided to the fund or Fund Service Provider that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By

October 31, 2010 A

October 31, 2009 A

Deloitte Entities

$1,625,000

$970,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the Funds, taking into account representations from Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Advisor Series I

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 28, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 28, 2010

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 28, 2010