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, 2012

Item 1.		Reports to Stockholders

Fidelity®

Floating Rate High Income

Fund

(A Class of Fidelity Advisor®Floating Rate High Income Fund)

Annual Report

October 31, 2012wsd227

---

# Contents

|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 1-800-544-8544 to request a free copy of the proxy voting
guidelines.

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

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

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

Annual Report



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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

---

# Performance: The Bottom Line

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

Average Annual Total Returns

|Periods ended October 31, 2012            | Past 1
year | Past 5
years | Past 10 years
|----------------------------------------- | ----------- | ------------ | -------------
|Fidelity®  Floating Rate High Income Fund | 5.91%       | 4.40%        | 4.93%        

$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, 2002.  The chart
shows how the value of your investment would have changed, and also shows how the S&P®/LSTA Leveraged Performing Loan Index performed
over the same period.

wsd240

Annual Report

---

# Management's Discussion of Fund Performance

Market Recap: The leveraged-loan market posted a strong gain during the 12 months ending October 31, 2012, overcoming periodic bouts of volatility
largely stemming from concern over sovereign debt problems in the eurozone, with the S&P®/LSTA Leveraged Performing Loan Index advancing 8.66%
for the period. During the past year, the leveraged-loan market experienced negative returns in only two months - November 2011 and May 2012 -
with its healthy performance a result of positive fundamental and technical factors. Fundamentally, a slowly recovering domestic economy led to
improving financial results for most leveraged companies, as they enjoyed increasing cash flow that helped to enhance their financial flexibility. As a
result, the default rate ended the period near 1%, well below the historical average of 3.4%. On the technical side, the market benefited from steady
demand from investors seeking higher yields, as the Federal Reserve kept the benchmark federal funds rate near zero, indicating in September that it
intends to keep the rate at that level into 2015. While new issuance was robust during the past 12 months, the majority of deals were for refinancing,
making the additional supply easily absorbed. As can be expected in a positive market environment, lower-quality B- and CCC-rated loans outperformed more-conservative BB-rated loans during the period.

Comments from Christine McConnell, Portfolio Manager of Fidelity®Floating Rate High Income Fund: For the year, the fund's Retail Class
shares returned 5.91%, trailing the S&P®/LSTA index. The fund's bias toward larger-cap, higher-quality issuers hurt, as loans from smaller-cap, lower-quality companies generally outperformed. Within the benchmark, CCC-rated and non-rated (small-cap) loans returned about 16% and 9%, respectively, while B- and BB-rated loans advanced roughly 9% and 7%, respectively. On an industry basis, health care and publishing were the fund's biggest
detractors. Within health care, a substantial overweighting in for-profit hospital operator HCA hurt the most, as this high-quality issuer underperformed amid investors' preference for riskier securities. In publishing, avoiding D-rated directory service provider SuperMedia detracted. Elsewhere,
the fund's cash position also hurt. On the positive side, security selection in utilities provided the biggest boost, thanks to an underweighting in heavily
leveraged Texas-based TXU Energy. In financials, an out-of-benchmark position in Ally Financial (formerly GMAC) also helped, as investors became
more confident in the firm's ability to resolve issues at its mortgage subsidiary.

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

Annual Report

---

# Shareholder Expense Example

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

Shareholder Expense Example - continued

|                                        | Annualized
Expense Ratio | Beginning
Account Value
May 1, 2012 | Ending
Account Value
October 31, 2012 | Expenses Paid
During Period*May 1, 2012
to October 31, 2012
|--------------------------------------- | ------------------------ | ----------------------------------- | ------------------------------------- | -----------------------------------------------------------
|Class A                                 | .98%                     |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,024.30                            | $	4.99                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,020.21                            | $	4.98                                                     
|Class T                                 | 1.08%                    |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,023.80                            | $	5.49                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,019.71                            | $	5.48                                                     
|Class B                                 | 1.51%                    |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,021.60                            | $	7.67                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,017.55                            | $	7.66                                                     
|Class C                                 | 1.73%                    |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,020.50                            | $	8.79                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,016.44                            | $	8.77                                                     
|Fidelity Floating Rate High Income
Fund | .70%                     |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,025.80                            | $	3.56                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,021.62                            | $	3.56                                                     
|Institutional Class                     | .75%                     |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,025.60                            | $	3.82                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,021.37                            | $	3.81                                                     

A5% return per year before expenses

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period).

Annual Report

---

# Investment Changes (Unaudited)

|Top Five Holdings as of October 31, 2012      
|----------------------------------------------
|(by issuer, excluding cash equivalents)       
|HCA, Inc.                                     
|Community Health Systems, Inc.                
|Intelsat Jackson Holdings SA                  
|DaVita, Inc.                                  
|First Data Corp.                              
|                                              
|Top Five Market Sectors as of October 31, 2012
|                                              
|Healthcare                                    
|Telecommunications                            
|Technology                                    
|Cable TV                                      
|Electric Utilities                            

|Quality Diversification (% of fund's net assets)
|------------------------------------------------
|As of October 31, 2012                          
|wsd242                                          
|wsd245                                          
|wsd248                                          
|wsd251                                          
|wsd254                                          
|wsd258                                          
|wsd261                                          
|wsd264                                          

wsd267

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

|Asset Allocation (% of fund's net assets)
|-----------------------------------------
|As of October 31, 2012*                  
|wsd242                                   
|wsd245                                   
|wsd251                                   
|wsd254                                   
|wsd264                                   
|*Foreign investments                     

wsd279

†Amount represents less than 0.1%.

Annual Report

---

# Investments October 31, 2012

Showing Percentage of Net Assets

|Floating Rate Loans (h) - 77.6%                                                                                    
|-------------------------------------------------------------------------------------------------------------------
|                                                                                                                   
|Aerospace - 1.3%                                                                                                   
|Aeroflex, Inc. Tranche B, term loan 5.75% 5/9/18 (e)                                                               
|Sequa Corp. term loan 3.615% 12/3/14 (e)                                                                           
|Spirit Aerosystems, Inc. Tranche B, term loan 3.75% 4/18/19 (e)                                                    
|TransDigm Group, Inc. Tranche B2, term loan 4% 2/14/17 (e)                                                         
|TransDigm, Inc. Tranche B, term loan 4% 2/14/17 (e)                                                                
|Wesco Aircraft Hardware Corp. Tranche B, term loan 4.25% 4/7/17 (e)                                                
|                                                                                                                   
|Air Transportation - 0.5%                                                                                          
|Delta Air Lines, Inc. Tranche B 1LN, term loan 5.25% 10/18/18 (e)                                                  
|Northwest Airlines Corp. Tranche B, term loan 3.87% 12/22/13 (e)                                                   
|United Air Lines, Inc. Tranche B, term loan 2.25% 2/1/14 (e)                                                       
|US Airways Group, Inc. term loan 2.711% 3/23/14 (e)                                                                
|                                                                                                                   
|Automotive - 2.8%                                                                                                  
|Allison Transmission, Inc.:                                                                                        
|term loan 2.72% 8/7/14 (e)                                                                                         
|Tranche B 2LN, term loan 3.72% 8/7/17 (e)                                                                          
|Tranche B 3LN, term loan 4.25% 8/23/19 (e)                                                                         
|Chrysler Group LLC Tranche B, term loan 6% 5/24/17 (e)                                                             
|Delphi Corp.:                                                                                                      
|Tranche A, term loan 2.25% 3/31/16 (e)                                                                             
|Tranche B, term loan 3.5% 3/31/17 (e)                                                                              
|Federal-Mogul Corp.:                                                                                               
|Tranche B, term loan 2.1475% 12/27/14 (e)                                                                          
|Tranche C, term loan 2.1475% 12/27/15 (e)                                                                          
|Schaeffler AG Tranche C2, term loan 6% 1/27/17 (e)                                                                 
|The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 4.75% 4/30/19 (e)                                            
|                                                                                                                   
|Broadcasting - 4.2%                                                                                                
|AMC Networks, Inc. Tranche B, term loan 4% 12/31/18 (e)                                                            
|Clear Channel Capital I LLC Tranche B, term loan 3.8655% 1/29/16 (e)                                               
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Broadcasting - continued                                                                                           
|Clear Channel Communications, Inc. Tranche A, term loan 3.612% 7/30/14 (e)                                         
|FoxCo Acquisition Sub, LLC Tranche B, term loan 5.5% 7/14/17 (e)                                                   
|Gray Television, Inc. Tranche B, term loan 3.5946% 10/11/19 (e)(f)                                                 
|Nexstar Broadcasting, Inc. term loan 5% 9/30/16 (e)                                                                
|Raycom Media, Inc. Tranche B, term loan 4.5% 5/31/17 (e)                                                           
|Sinclair Television Group, Inc. Tranche B, term loan 4% 10/29/16 (e)                                               
|TWCC Holding Corp. Tranche B, term loan 4.25% 2/11/17 (e)                                                          
|Univision Communications, Inc.:                                                                                    
|term loan 4.462% 3/31/17 (e)                                                                                       
|Tranche 1LN, term loan 2.212% 9/29/14 (e)                                                                          
|VNU, Inc.:                                                                                                         
|term loan 2.2185% 8/9/13 (e)                                                                                       
|Tranche B, term loan 3.9685% 5/1/16 (e)                                                                            
|Tranche C, term loan 3.4685% 5/1/16 (e)                                                                            
|                                                                                                                   
|Building Materials - 0.6%                                                                                          
|Armstrong World Industries, Inc. Tranche B, term loan 4% 3/10/18 (e)                                               
|Goodman Global Group, Inc.:                                                                                        
|Tranche 1 LN, term loan 5.75% 10/28/16 (e)                                                                         
|Tranche 2 LN, term loan 9% 10/28/17 (e)                                                                            
|HD Supply, Inc. Tranche B 1LN, term loan 7.25% 10/12/17 (e)                                                        
|Nortek, Inc. Tranche B, term loan 5.2522% 4/26/17 (e)                                                              
|                                                                                                                   
|Cable TV - 5.8%                                                                                                    
|Atlantic Broadband Finance LLC/Atlantic Broadband Finance, Inc. Tranche B 1LN, term loan
5.25% 4/4/19 (e)          
|Atlantic Broadband Holdings I, LLC Tranche B, term loan 4.5% 9/12/19 (e)                                           
|Bragg Communications, Inc. Tranche B, term loan 4% 2/28/18 (e)                                                     
|Bresnan Broadband Holdings LLC Tranche B, term loan 4.5% 12/14/17 (e)                                              
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Cable TV - continued                                                                                               
|CCO Holdings, LLC Tranche 3LN, term loan 2.755% 9/6/14 (e)                                                         
|Cequel Communications LLC Tranche B, term loan 4% 2/14/19 (e)                                                      
|Charter Communications Operating LLC:                                                                              
|Tranche C, term loan 3.47% 9/6/16 (e)                                                                              
|Tranche D, term loan 4% 4/11/19 (e)                                                                                
|CSC Holdings, Inc.:                                                                                                
|Tranche B2, term loan 3.462% 3/29/16 (e)                                                                           
|Tranche B3, term loan 3.212% 3/29/16 (e)                                                                           
|Kabel Deutschland GmbH Tranche F, term loan 4.25% 2/1/19 (e)                                                       
|Mediacom Broadband LLC Tranche F, term loan 4.5% 10/23/17 (e)                                                      
|Mediacom LLC Tranche E, term loan 4.5% 10/23/17 (e)                                                                
|RCN Telecom Services, LLC Tranche B, term loan 5.25% 8/26/16 (e)                                                   
|UPC Broadband Holding BV:                                                                                          
|Tranche AB, term loan 4.75% 12/31/17 (e)                                                                           
|Tranche T, term loan 3.7145% 12/31/16 (e)                                                                          
|Tranche X, term loan 3.7145% 12/31/17 (e)                                                                          
|WaveDivision Holdings LLC Tranche B, term loan 5.5% 8/9/19 (e)                                                     
|WideOpenWest Finance LLC Tranche B, term loan 6.25% 7/17/18 (e)                                                    
|Zayo Group LLC Tranche B, term loan 5.25% 7/2/19 (e)                                                               
|                                                                                                                   
|Capital Goods - 0.6%                                                                                               
|Rexnord LLC Tranche B 1LN, term loan 4.5% 4/1/18 (e)                                                               
|SRAM LLC. Tranche B 1LN, term loan 4.7989% 6/7/18 (e)                                                              
|Tomkins PLC Tranche B, term loan 4.25% 9/21/16 (e)                                                                 
|                                                                                                                   
|Chemicals - 2.9%                                                                                                   
|Arizona Chemical Tranche B, term loan 7.25% 12/22/17 (e)                                                           
|Ascend Performance Materials Operation LLC Tranche B, term loan 6.75% 4/10/18 (e)                                  
|Ashland, Inc. Tranche B, term loan 3.75% 8/23/18 (e)                                                               
|Celanese Holdings LLC:                                                                                             
|Revolving Credit-Linked Deposit 1.7143% 4/2/14 (e)                                                                 
|Tranche C, term loan 3.1085% 10/31/16 (e)                                                                          
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Chemicals - continued                                                                                              
|Chemtura Corp.:                                                                                                    
|term loan 5.5% 8/27/16 (e)                                                                                         
|Tranche B, term loan 5.5% 8/27/16 (e)                                                                              
|Emerald Performance Materials, LLC Tranche B, term loan 6.75% 5/11/18 (e)                                          
|General Chemical Corp. Tranche B, term loan 5.0018% 10/6/15 (e)                                                    
|Huntsman International LLC Tranche B, term loan:                                                                   
|1.76% 4/19/14 (e)                                                                                                  
|2.7948% 4/19/17 (e)                                                                                                
|INEOS U.S. Finance LLC term loan:                                                                                  
|5.5% 4/27/15 (e)                                                                                                   
|6.5% 4/27/18 (e)                                                                                                   
|Kronos Worldwide, Inc. term loan 5.75% 6/13/18 (e)                                                                 
|Millennium America/Millennium Inorganic Chemicals Ltd.:                                                            
|Tranche 1LN, term loan 2.6123% 5/15/14 (e)                                                                         
|Tranche 2LN, term loan 6.1123% 11/18/14 (e)                                                                        
|PL Propylene LLC Tranche B, term loan 7% 3/27/17 (e)                                                               
|Rockwood Specialties Group, Inc. Tranche B, term loan 3.5% 2/10/18 (e)                                             
|Styron Corp. Tranche B, term loan 8% 8/2/17 (e)                                                                    
|Taminco Global Chemical Corp. Tranche B 1LN, term loan 5.25% 2/15/19 (e)                                           
|Tronox, Inc.:                                                                                                      
|Tranche B, term loan 4.25% 2/8/18 (e)                                                                              
|Tranche DD, term loan 4.25% 8/8/18 (e)                                                                             
|                                                                                                                   
|Consumer Products - 2.1%                                                                                           
|ACCO Brands Corp. Tranche B, term loan 4.25% 3/7/19 (e)                                                            
|Jarden Corp. Tranche B, term loan 3.212% 3/31/18 (e)                                                               
|NBTY, Inc. Tranche B 1LN, term loan 4.25% 10/1/17 (e)                                                              
|Prestige Brands, Inc. Tranche B, term loan 5.2778% 1/31/19 (e)                                                     
|Revlon Consumer Products Corp. term loan 4.75% 11/19/17 (e)                                                        
|Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4.75% 9/28/18 (e)                                   
|Spectrum Brands Holdings, Inc. Tranche B, term loan 5.0184% 6/17/16 (e)                                            
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Consumer Products - continued                                                                                      
|Weight Watchers International, Inc. Tranche F, term loan 4% 3/15/19 (e)                                            
|Wilsonart LLC Tranche B, term loan 5.5% 10/24/19 (e)                                                               
|Yankee Candle Co., Inc. Tranche B, term loan 5.25% 4/2/19 (e)                                                      
|                                                                                                                   
|Containers - 0.6%                                                                                                  
|Berry Plastics Holding Corp. Tranche C, term loan 2.212% 4/3/15 (e)                                                
|BWAY Holding Co. Tranche B, term loan:                                                                             
|4.5% 8/31/17 (e)                                                                                                   
|5.25% 2/23/18 (e)                                                                                                  
|Consolidated Container Co. Tranche B, term loan 6.25% 7/3/19 (e)                                                   
|Sealed Air Corp. Tranche B, term loan 4.75% 10/3/18 (e)                                                            
|Tricorbraun, Inc. Tranche B, term loan 5.5% 4/30/18 (e)                                                            
|                                                                                                                   
|Diversified Financial Services - 1.6%                                                                              
|Delos Aircraft, Inc. Tranche T 2LN, term loan 4.75% 4/12/16 (e)                                                    
|Fly Funding II Sarl Tranche B, term loan 6.75% 8/8/18 (e)                                                          
|Flying Fortress, Inc. Tranche 3, term loan 5% 6/30/17 (e)                                                          
|Klockner Pentaplast SA Tranche B 1LN, term loan 6.75% 12/21/16 (e)                                                 
|LPL Holdings, Inc. Tranche B, term loan 4% 3/29/19 (e)                                                             
|Residential Capital LLC Tranche A 1LN, term loan 5% 12/1/13 (e)                                                    
|Sheridan Investment Partners I, LLC Tranche B 2LN, term loan 5% 10/1/19 (e)                                        
|TransUnion LLC Tranche B, term loan 5.5% 2/10/18 (e)                                                               
|Vantiv LLC Tranche B, term loan 3.75% 3/27/19 (e)                                                                  
|                                                                                                                   
|Diversified Media - 0.3%                                                                                           
|Advanstar Communications, Inc. Tranche 1LN, term loan 2.62% 5/31/14 (e)                                            
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Diversified Media - continued                                                                                      
|Lamar Media Corp. Tranche B, term loan 4% 12/31/16 (e)                                                             
|WMG Acquisition Corp. Tranche B, term loan 5.25% 10/31/18 (e)                                                      
|                                                                                                                   
|Electric Utilities - 5.0%                                                                                          
|Calpine Corp.:                                                                                                     
|Tranche B 2LN, term loan 4.5% 4/1/18 (e)                                                                           
|Tranche B 3LN, term loan 4.5% 10/9/19 (e)                                                                          
|Tranche B, term loan 4.5% 4/1/18 (e)                                                                               
|Covanta Energy Corp. Tranche B, term loan 4% 3/28/19 (e)                                                           
|Dynegy, Inc.:                                                                                                      
|(Coal) Tranche B, term loan 9.25% 8/5/16 (e)                                                                       
|(Gas) Tranche B, term loan 9.25% 8/5/16 (e)                                                                        
|EquiPower Resources Holdings LLC Tranche B 1LN, term loan 6.5% 12/21/18 (e)                                        
|Essential Power LLC Tranche B, term loan 5.5% 8/8/19 (e)                                                           
|GenOn Energy, Inc. Tranche B, term loan 6.5% 9/20/17 (e)                                                           
|NRG Energy, Inc. Tranche B, term loan 4% 7/1/18 (e)                                                                
|NSG Holdings LLC:                                                                                                  
|Credit-Linked Deposit 1.8888% 6/15/14 (e)                                                                          
|Tranche B, term loan 1.8888% 6/15/14 (e)                                                                           
|Tempus Public Foundation Generation Holdings LLC:                                                                  
|Credit-Linked Deposit 2.3623% 12/15/13 (e)                                                                         
|Tranche 2LN, term loan 4.6123% 12/15/14 (e)                                                                        
|Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.
Tranche B, term loan:
|3.7489% 10/10/14 (e)                                                                                               
|4.7489% 10/10/17 (e)                                                                                               
|The AES Corp. Tranche B, term loan 4.25% 5/27/18 (e)                                                               
|                                                                                                                   
|Energy - 1.4%                                                                                                      
|Alon USA, Inc. term loan 4.5% 8/4/13 (e)                                                                           
|CCS, Inc. Tranche B, term loan 3.212% 11/14/14 (e)                                                                 
|Chesapeake Energy Corp. term loan 8.5% 12/2/17 (e)                                                                 
|Citgo Petroleum Corp. Tranche B, term loan 8% 6/24/15 (e)                                                          
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Energy - continued                                                                                                 
|Energy Transfer Equity LP Tranche B, term loan 3.75% 3/23/17 (e)                                                   
|EP Energy LLC term loan 4.5% 4/24/19 (e)                                                                           
|Everest Acquisition LLC Tranche B1, term loan 5% 4/24/18 (e)                                                       
|LSP Madison Funding LLC Tranche 1LN, term loan 5.5% 6/28/19 (e)                                                    
|MEG Energy Corp. Tranche B, term loan 4% 3/18/18 (e)                                                               
|MRC Global, Inc. Tranche B, term loan 6.25% 10/21/19 (e)                                                           
|Panda Sherman Power, LLC term loan 9% 9/14/18 (e)                                                                  
|Plains Exploration & Production Co. term loan 6.25% 10/15/19 (e)                                                   
|Samson Investment Co. Tranche 2LN, term loan 6% 9/25/18 (e)                                                        
|Tallgrass Operations LLC Tranche B, term loan 5.25% 10/22/18 (e)                                                   
|                                                                                                                   
|Entertainment/Film - 0.3%                                                                                          
|Cinemark USA, Inc. Tranche B-2, term loan 3.4713% 4/30/16 (e)                                                      
|Regal Cinemas Corp. Tranche B, term loan 3.2424% 8/23/17 (e)                                                       
|                                                                                                                   
|Environmental - 0.4%                                                                                               
|ADS Waste Holdings, Inc. Tranche B, term loan 5.25% 10/9/19 (e)                                                    
|Progressive Waste Solution Ltd. Tranche B, term loan 5% 10/18/19 (e)                                               
|Synagro Technologies, Inc. Tranche 1LN, term loan 2.3999% 3/30/14 (e)                                              
|                                                                                                                   
|Food & Drug Retail - 1.0%                                                                                          
|Fairway Group Acquisition Co. Tranche B, term loan 8.25% 8/17/18 (e)                                               
|GNC Corp. Tranche B, term loan 3.75% 3/2/18 (e)                                                                    
|Rite Aid Corp.:                                                                                                    
|Tranche 5 LN, term loan 4.5% 3/3/18 (e)                                                                            
|Tranche ABL, term loan 1.97% 6/4/14 (e)                                                                            
|Roundy's, Inc. Tranche B, term loan 5.75% 2/13/19 (e)                                                              
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Food & Drug Retail - continued                                                                                     
|Sprouts Farmers Market LLC Tranche B, term loan 6% 4/18/18 (e)                                                     
|SUPERVALU, Inc. Tranche B, term loan 8% 8/30/18 (e)                                                                
|                                                                                                                   
|Food/Beverage/Tobacco - 1.1%                                                                                       
|AdvancePierre Foods, Inc. Tranche 2LN, term loan 9.5% 10/10/17 (e)                                                 
|B&G Foods, Inc. Tranche B, term loan 4.5% 11/30/18 (e)                                                             
|Dean Foods Co. Tranche B, term loan:                                                                               
|3.22% 4/2/16 (e)                                                                                                   
|3.47% 4/2/17 (e)                                                                                                   
|Del Monte Foods Co. Tranche B, term loan 4.5% 3/8/18 (e)                                                           
|Earthbound Holdings III LLC Tranche B, term loan 5.75% 12/21/16 (e)                                                
|JBS USA LLC Tranche B, term loan 4.25% 5/25/18 (e)                                                                 
|Michael Foods, Inc. Tranche B, term loan 4.25% 2/25/18 (e)                                                         
|OSI Restaurant Partners LLC Tranche B, term loan 4.75% 10/23/19 (e)                                                
|Pinnacle Foods Finance LLC:                                                                                        
|term loan 2.7143% 4/4/14 (e)                                                                                       
|Tranche E, term loan 4.75% 10/17/18 (e)                                                                            
|                                                                                                                   
|Gaming - 1.9%                                                                                                      
|Affinity Gaming LLC Tranche B, term loan 5.5% 11/9/17 (e)                                                          
|Ameristar Casinos, Inc. Tranche B, term loan 4% 4/14/18 (e)                                                        
|Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (e)                                          
|Harrah's Entertainment, Inc.:                                                                                      
|Tranche B1, term loan 3.2107% 1/28/15 (e)                                                                          
|Tranche B2, term loan 3.2107% 1/28/15 (e)                                                                          
|Tranche B3, term loan 3.2107% 1/28/15 (e)                                                                          
|Tranche B4, term loan 9.5% 10/31/16 (e)                                                                            
|Las Vegas Sands Corp. term loan 2.72% 11/23/15 (e)                                                                 
|Las Vegas Sands LLC:                                                                                               
|term loan 1.72% 5/23/14 (e)                                                                                        
|Tranche B, term loan:                                                                                              
|1.72% 5/23/14 (e)                                                                                                  
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Gaming - continued                                                                                                 
|Las Vegas Sands LLC: - continued                                                                                   
|Tranche B, term loan: - continued                                                                                  
|2.72% 11/23/16 (e)                                                                                                 
|Tranche I, term loan 2.72% 11/23/16 (e)                                                                            
|Motor City Casino Tranche B, term loan 6% 3/1/17 (e)                                                               
|NP Opco, LLC Tranche B, term loan 5.5% 9/28/19 (e)                                                                 
|Penn National Gaming, Inc. Tranche B, term loan 3.75% 7/14/18 (e)                                                  
|Pinnacle Entertainment, Inc. Tranche B, term loan 4% 3/19/19 (e)                                                   
|Station Casinos LLC Tranche B 2LN, term loan 4.21% 6/16/16 (e)                                                     
|                                                                                                                   
|Healthcare - 15.5%                                                                                                 
|Alere, Inc. Tranche B 2LN, term loan 4.75% 6/30/17 (e)                                                             
|Alkermes, Inc. term loan:                                                                                          
|4% 9/25/16 (e)                                                                                                     
|4.5% 9/25/19 (e)                                                                                                   
|Assuramed Holding, Inc. Tranche B 1LN, term loan 5.5% 10/17/19 (e)                                                 
|Bausch & Lomb, Inc.:                                                                                               
|Tranche B, term loan 5.25% 5/18/19 (e)                                                                             
|Tranche DD, term loan 4.75% 6/30/15 (e)                                                                            
|Biomet, Inc. term loan:                                                                                            
|3.347% 3/25/15 (e)                                                                                                 
|3.9607% 7/25/17 (e)                                                                                                
|Carestream Health, Inc. term loan 5% 2/25/17 (e)                                                                   
|Community Health Systems, Inc. term loan 3.9212% 1/25/17 (e)                                                       
|ConvaTec, Inc. term loan 5.25% 12/22/16 (e)                                                                        
|DaVita, Inc.:                                                                                                      
|Tranche A, term loan 2.72% 10/20/15 (e)                                                                            
|Tranche B 2LN, term loan 4% 8/21/19 (e)                                                                            
|Tranche B, term loan 4.5% 10/20/16 (e)                                                                             
|Drumm Investors LLC Tranche B, term loan 5% 5/4/18 (e)                                                             
|Emergency Medical Services Corp. Tranche B, term loan 5.25% 5/25/18 (e)                                            
|Endo Pharmaceuticals Holdings, Inc. Tranche B, term loan 4% 6/17/18 (e)                                            
|Fresenius SE & Co. KGaA:                                                                                           
|Tranche D 1LN, term loan 3.5% 9/10/14 (e)                                                                          
|Tranche D 2LN, term loan 3.5% 9/10/14 (e)                                                                          
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Healthcare - continued                                                                                             
|Grifols, Inc. Tranche B, term loan 4.5% 6/1/17 (e)                                                                 
|Hanger, Inc. Tranche C, term loan 4.0103% 12/1/16 (e)                                                              
|HCA, Inc.:                                                                                                         
|Tranche A 3LN, term loan 3.462% 2/2/16 (e)                                                                         
|Tranche B2, term loan 3.6123% 3/31/17 (e)                                                                          
|HCR Healthcare LLC Tranche B, term loan 5% 4/16/18 (e)                                                             
|Health Management Associates, Inc. Tranche B, term loan 4.5% 11/18/18 (e)                                          
|Hologic, Inc. Tranche B, term loan 4.5% 8/1/19 (e)                                                                 
|IASIS Healthcare LLC Tranche B, term loan 5% 5/3/18 (e)                                                            
|IMS Health, Inc. Tranche B, term loan 4.5% 8/26/17 (e)                                                             
|Kinetic Concepts, Inc. Tranche B-1, term loan 7% 5/4/18 (e)                                                        
|Par Pharmaceutical Companies, Inc. Tranche B, term loan 5% 9/28/19 (e)                                             
|Pharmaceutical Product Development, Inc. Tranche B, term loan 6.25% 12/5/18 (e)                                    
|Quintiles Transnational Corp.:                                                                                     
|Tranche B 1LN, term loan 4.5% 6/8/18 (e)                                                                           
|Tranche B, term loan 5% 6/8/18 (e)                                                                                 
|Rural/Metro Corp. Tranche B, term loan 5.75% 6/30/18 (e)                                                           
|Sheridan Healthcare, Inc.:                                                                                         
|Tranche 1LN, term loan 6% 6/29/18 (e)                                                                              
|Tranche 2LN, term loan 9% 6/29/19 (e)                                                                              
|Skilled Healthcare Group, Inc. term loan 6.75% 4/9/16 (e)                                                          
|Sun Healthcare Group, Inc. Tranche B, term loan 8.75% 10/18/16 (e)                                                 
|Team Health, Inc. Tranche B, term loan 3.75% 6/29/18 (e)                                                           
|Universal Health Services, Inc.:                                                                                   
|term loan 3.75% 11/15/16 (e)                                                                                       
|Tranche A, term loan 2.1573% 11/15/15 (e)                                                                          
|Valeant Pharmaceuticals International Tranche B, term loan:                                                        
|9/16/19                                                                                                            
|4.25% 2/13/19 (e)                                                                                                  
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Healthcare - continued                                                                                             
|Vanguard Health Holding Co. II LLC Tranche B, term loan 5% 1/29/16 (e)                                             
|VWR Funding, Inc. term loan 2.712% 6/29/14 (e)                                                                     
|                                                                                                                   
|Homebuilders/Real Estate - 1.3%                                                                                    
|Capital Automotive LP term loan 5.25% 3/11/17 (e)                                                                  
|CB Richard Ellis Group, Inc.:                                                                                      
|Tranche A, term loan 2.4607% 11/9/15 (e)                                                                           
|Tranche B, term loan 3.4607% 11/9/16 (e)                                                                           
|CB Richard Ellis Services, Inc.:                                                                                   
|Tranche C, term loan 3.462% 3/4/18 (e)                                                                             
|Tranche D, term loan 3.7208% 9/4/19 (e)                                                                            
|RE/MAX LLC term loan 5.5% 4/14/16 (e)                                                                              
|Realogy Corp.:                                                                                                     
|Credit-Linked Deposit 3.2143% 10/10/13 (e)                                                                         
|Credit-Linked Deposit 4.4643% 10/10/16 (e)                                                                         
|term loan 4.464% 10/10/16 (e)                                                                                      
|                                                                                                                   
|Insurance - 0.8%                                                                                                   
|Asurion Corp.:                                                                                                     
|Tranche 1st LN, term loan 5.5% 5/24/18 (e)                                                                         
|Tranche 2nd LN, term loan 9% 5/24/19 (e)                                                                           
|CNO Financial Group, Inc.:                                                                                         
|Tranche B 1LN, term loan 4.25% 9/28/16 (e)                                                                         
|Tranche B 2LN, term loan 5% 9/28/18 (e)                                                                            
|USI Holdings Corp.:                                                                                                
|Tranche B, term loan 2.72% 5/4/14 (e)                                                                              
|Tranche D, term loan 5.75% 5/4/14 (e)                                                                              
|                                                                                                                   
|Leisure - 0.8%                                                                                                     
|Cedar Fair LP Tranche B, term loan 4% 12/15/17 (e)                                                                 
|FGI Operating Co., LLC term loan 5.5% 4/19/19 (e)                                                                  
|SeaWorld Parks & Entertainment, Inc. term loan 4% 8/17/17 (e)                                                      
|Six Flags, Inc. Tranche B, term loan 4.25% 12/20/18 (e)                                                            
|                                                                                                                   
|Metals/Mining - 1.6%                                                                                               
|Arch Coal, Inc. Tranche B, term loan 5.75% 5/16/18 (e)                                                             
|Fairmount Minerals Ltd. Tranche B, term loan 5.25% 3/15/17 (e)                                                     
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Metals/Mining - continued                                                                                          
|Novelis, Inc. Tranche B, term loan 4% 3/10/17 (e)                                                                  
|Oxbow Carbon LLC Tranche B 1LN, term loan 3.712% 5/8/16 (e)                                                        
|SunCoke Energy, Inc. Tranche B, term loan 4% 7/26/18 (e)                                                           
|Walter Energy, Inc.:                                                                                               
|Tranche A, term loan 3.4111% 4/1/16 (e)                                                                            
|Tranche B, term loan 4% 4/1/18 (e)                                                                                 
|                                                                                                                   
|Paper - 0.0%                                                                                                       
|Bear Island Paper Co. LLC Tranche B 2LN, term loan 12% 9/13/17                                                     
|Publishing/Printing - 0.9%                                                                                         
|Cenveo Corp. Tranche B, term loan 6.625% 12/21/16 (e)                                                              
|Dex Media East LLC term loan 2.8589% 10/24/14 (e)                                                                  
|Dex Media West LLC/Dex Media West Finance Co. term loan 7.25% 10/24/14 (e)                                         
|Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (e)                                                         
|Houghton Mifflin Harcourt Publishing Co. term loan 7.25% 5/22/18 (e)                                               
|Quad/Graphics, Inc. Tranche B, term loan 4% 7/26/18 (e)                                                            
|Thomson Learning Tranche B, term loan 2.47% 7/5/14 (e)                                                             
|                                                                                                                   
|Restaurants - 0.9%                                                                                                 
|Burger King Corp. Tranche B, term loan 3.75% 9/28/19 (e)                                                           
|DineEquity, Inc. Tranche B 1LN, term loan 4.25% 10/19/17 (e)                                                       
|Dunkin Brands, Inc. Tranche B2, term loan 4% 11/23/17 (e)                                                          
|Focus Brands, Inc. Tranche B 1LN, term loan 6.2774% 2/21/18 (e)                                                    
|Landry's Restaurants, Inc. Tranche B, term loan 6.5% 4/24/18 (e)                                                   
|NPC International, Inc. Tranche B, term loan 5.25% 12/28/18 (e)                                                    
|Wok Acquisition Corp. Tranche B, term loan 6.25% 6/22/19 (e)                                                       
|                                                                                                                   
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Services - 3.1%                                                                                                    
|Allied Security Holdings LLC Tranche B 1LN, term loan 5.25% 2/4/17 (e)                                             
|ARAMARK Corp.:                                                                                                     
|Credit-Linked Deposit 2.1208% 1/26/14 (e)                                                                          
|Credit-Linked Deposit 3.4643% 7/26/16 (e)                                                                          
|Tranche B, term loan 3.462% 7/26/16 (e)                                                                            
|Tranche C, term loan 3.5671% 7/26/16 (e)                                                                           
|3.4643% 7/26/16 (e)                                                                                                
|Brickman Group Holdings, Inc. Tranche B 1LN, term loan 5.5% 10/14/16 (e)                                           
|Hertz Corp. Tranche B, term loan:                                                                                  
|3.75% 3/11/18 (e)                                                                                                  
|3.75% 3/11/18 (e)                                                                                                  
|Interactive Data Corp. Tranche B, term loan 4.5% 2/11/18 (e)                                                       
|KAR Auction Services, Inc. Tranche B, term loan 5% 5/19/17 (e)                                                     
|Sedgwick CMS Holdings, Inc. Tranche B 1LN, term loan 5% 12/31/16 (e)                                               
|ServiceMaster Co.:                                                                                                 
|term loan 2.71% 7/24/14 (e)                                                                                        
|Tranche B2, term loan 4.46% 1/31/17 (e)                                                                            
|Tranche DD, term loan 2.71% 7/24/14 (e)                                                                            
|SymphonyIRI Group, Inc. Tranche B, term loan 5% 12/1/17 (e)                                                        
|The Geo Group, Inc.:                                                                                               
|Tranche A 2LN, term loan 3.0011% 8/4/15 (e)                                                                        
|Tranche A 3LN, term loan 2.97% 8/4/15 (e)                                                                          
|Tranche B, term loan 3.75% 8/4/16 (e)                                                                              
|U.S. Foodservice Tranche B, term loan 2.71% 7/3/14 (e)                                                             
|West Corp. Tranche B 6LN, term loan 5.75% 6/30/18 (e)                                                              
|                                                                                                                   
|Shipping - 0.2%                                                                                                    
|Ozburn Hessey Holding Co. LLC Tranche 2LN, term loan 11.5% 10/8/16 (e)                                             
|Swift Transportation Co. LLC Tranche B-2, term loan 5% 12/21/17 (e)                                                
|                                                                                                                   
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Specialty Retailing - 0.3%                                                                                         
|Michaels Stores, Inc.:                                                                                             
|Tranche B1, term loan 2.6875% 10/31/13 (e)                                                                         
|Tranche B2, term loan 4.9117% 7/31/16 (e)                                                                          
|                                                                                                                   
|Steel - 0.9%                                                                                                       
|Fortescue Metals Group Ltd. Tranche B, term loan 5.25% 10/18/17 (e)                                                
|JMC Steel Group, Inc. term loan 4.75% 4/1/17 (e)                                                                   
|                                                                                                                   
|Super Retail - 2.6%                                                                                                
|Academy Ltd. Tranche B, term loan 6% 8/3/18 (e)                                                                    
|Bass Pro Shops LLC. Tranche B, term loan 5.25% 6/13/17 (e)                                                         
|BJ's Wholesale Club, Inc.:                                                                                         
|Tranche 1LN, term loan 5.75% 9/26/19 (e)                                                                           
|Tranche 2LN, term loan 9.75% 3/26/20 (e)                                                                           
|Dollar General Corp.:                                                                                              
|Tranche B1, term loan 2.962% 7/6/14 (e)                                                                            
|Tranche B2, term loan 2.962% 7/6/14 (e)                                                                            
|Tranche C, term loan 2.962% 7/6/17 (e)                                                                             
|Evergreen Acquisition Co. Tranche C, term loan 5% 7/20/19 (e)                                                      
|Gymboree Corp. term loan 5% 2/23/18 (e)                                                                            
|J. Crew Group, Inc. Tranche B, term loan 4.75% 3/7/18 (e)                                                          
|Neiman Marcus Group, Inc. Tranche B, term loan 4.75% 5/16/18 (e)                                                   
|Party City Corp. Tranche B, term loan 5.75% 7/27/19 (e)                                                            
|PETCO Animal Supplies, Inc. term loan 4.5% 11/24/17 (e)                                                            
|Pilot Travel Centers LLC:                                                                                          
|Tranche B 2LN, term loan 4.25% 8/7/19 (e)                                                                          
|Tranche B, term loan 3.75% 3/30/18 (e)                                                                             
|Serta Simmons Holdings, LLC Tranche B, term loan 5.4334% 10/1/19 (e)                                               
|Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (e)                                                      
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Super Retail - continued                                                                                           
|Toys 'R' Us, Inc.:                                                                                                 
|term loan 6% 9/1/16 (e)                                                                                            
|Tranche B2, term loan 5.25% 5/25/18 (e)                                                                            
|                                                                                                                   
|Technology - 7.2%                                                                                                  
|Avaya, Inc.:                                                                                                       
|term loan 3.1769% 10/27/14 (e)                                                                                     
|Tranche B 3LN, term loan 4.9269% 10/26/17 (e)                                                                      
|CDW Corp. Tranche B, term loan:                                                                                    
|3.714% 10/10/14 (e)                                                                                                
|4% 7/15/17 (e)                                                                                                     
|Ceridian Corp. Tranche B, term loan 5.964% 5/10/17 (e)                                                             
|Datatel, Inc. Tranche B, term loan 6.25% 7/19/18 (e)                                                               
|Fidelity National Information Services, Inc. Tranche A 2LN, term loan 2.461% 7/18/14 (e)                           
|First Data Corp.:                                                                                                  
|term loan 4.2107% 3/24/18 (e)                                                                                      
|Tranche 1LN, term loan 5.2107% 9/24/18 (e)                                                                         
|Tranche B1, term loan 2.9607% 9/24/14 (e)                                                                          
|Tranche B2, term loan 2.9607% 9/24/14 (e)                                                                          
|Tranche B3, term loan 2.9607% 9/24/14 (e)                                                                          
|Tranche D, term loan 5.2107% 3/24/17 (e)                                                                           
|Flextronics International Ltd.:                                                                                    
|Tranche B A1, term loan 2.462% 10/1/14 (e)                                                                         
|Tranche B A2, term loan 2.462% 10/1/14 (e)                                                                         
|Tranche B A3, term loan 2.462% 10/1/14 (e)                                                                         
|Tranche B-A, term loan 2.462% 10/1/14 (e)                                                                          
|Freescale Semiconductor, Inc. term loan 4.4645% 12/1/16 (e)                                                        
|Generac Power Systems, Inc. Tranche B, term loan 6.25% 5/30/18 (e)                                                 
|Genpact Ltd. Tranche B, term loan 4.25% 8/30/19 (e)                                                                
|Kronos, Inc. Tranche B 1LN, term loan 5.5% 10/24/19 (e)                                                            
|Lawson Software, Inc.:                                                                                             
|Tranche B 1LN, term loan 5.75% 10/5/16 (e)                                                                         
|Tranche B 2LN, term loan 5.25% 4/5/18 (e)                                                                          
|NXP BV:                                                                                                            
|term loan 4.5% 3/4/17 (e)                                                                                          
|Tranche A 2LN, term loan 5.5% 3/4/17 (e)                                                                           
|Tranche A6, term loan 5.25% 3/19/19 (e)                                                                            
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Technology - continued                                                                                             
|Reynolds & Reynolds Co. Tranche B, term loan 3.75% 4/21/18 (e)                                                     
|Rovi Corp. Tranche A, term loan 2.72% 2/7/16 (e)                                                                   
|Sensata Technologies BV Tranche B, term loan 4% 5/12/18 (e)                                                        
|Spansion, Inc. term loan 4.75% 2/9/15 (e)                                                                          
|SunGard Data Systems, Inc.:                                                                                        
|term loan 3.9027% 2/28/16 (e)                                                                                      
|Tranche B, term loan 3.711% 2/28/14 (e)                                                                            
|Tranche C, term loan 3.9685% 2/28/17 (e)                                                                           
|Syniverse Holdings, Inc. Tranche B, term loan 5% 4/23/19 (e)                                                       
|                                                                                                                   
|Telecommunications - 6.7%                                                                                          
|Consolidated Communications, Inc. term loan 2.72% 12/31/14 (e)                                                     
|Cricket Communications, Inc. Tranche B, term loan 4.75% 10/10/19 (e)                                               
|Crown Castle Operating Co. Tranche B, term loan 4% 1/31/19 (e)                                                     
|Digicel International Finance Ltd. Tranche D 1LN, term loan 3.875% 3/31/17 (e)                                     
|FairPoint Communications, Inc. term loan 6.5% 1/24/16 (e)                                                          
|Genesys SA Tranche B, term loan 6.75% 1/31/19 (e)                                                                  
|Intelsat Jackson Holdings SA:                                                                                      
|term loan 3.214% 2/1/14 (e)                                                                                        
|Tranche B, term loan 4.5% 4/2/18 (e)                                                                               
|Level 3 Financing, Inc.:                                                                                           
|Tranche B 2LN, term loan 4.75% 8/1/19 (e)                                                                          
|Tranche B, term loan:                                                                                              
|4.75% 2/1/16 (e)                                                                                                   
|5.25% 8/1/19 (e)                                                                                                   
|MetroPCS Wireless, Inc.:                                                                                           
|Tranche B 3LN, term loan 4% 3/17/18 (e)                                                                            
|Tranche B, term loan 4.071% 11/3/16 (e)                                                                            
|NTELOS, Inc. Tranche B, term loan 4% 8/7/15 (e)                                                                    
|SBA Senior Finance II, LLC term loan 3.75% 9/28/19 (e)                                                             
|Telesat Holding, Inc. Tranche B, term loan 4.25% 3/28/19 (e)                                                       
|Time Warner Telecom, Inc. Tranche B, term loan 3.47% 12/30/16 (e)                                                  
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Telecommunications - continued                                                                                     
|Vodafone Americas Finance 2, Inc.:                                                                                 
|2nd LN, term loan 6.25% 6/24/16 pay-in-kind                                                                        
|term loan 6.875% 8/11/15                                                                                           
|Windstream Corp.:                                                                                                  
|Tranche B 3LN, term loan 4% 8/8/19 (e)                                                                             
|Tranche B1, term loan 1.8968% 7/17/13 (e)                                                                          
|Tranche B2, term loan 3.1468% 12/17/15 (e)                                                                         
|                                                                                                                   
|Textiles & Apparel - 0.4%                                                                                          
|Levi Strauss & Co. term loan 2.4645% 4/4/14 (e)                                                                    
|Phillips-Van Heusen Corp.:                                                                                         
|term loan 2.68% 1/31/16 (e)                                                                                        
|Tranche B, term loan 3.5% 5/6/16 (e)                                                                               
|Warnaco, Inc. Tranche B, term loan 3.75% 6/17/18 (e)                                                               
|                                                                                                                   
|TOTAL FLOATING RATE LOANS
(Cost $8,157,023)                                                                        
|Nonconvertible Bonds - 10.5%                                                                                       
|                                                                                                                   
|Air Transportation - 0.1%                                                                                          
|Continental Airlines, Inc. 3.5433% 6/2/13 (e)                                                                      
|Continental Airlines, Inc. 9.25% 5/10/17                                                                           
|Delta Air Lines, Inc. 9.5% 9/15/14 (c)                                                                             
|United Air Lines, Inc. 9.875% 8/1/13 (c)                                                                           
|                                                                                                                   
|Automotive - 0.6%                                                                                                  
|Delphi Corp. 5.875% 5/15/19                                                                                        
|General Motors Acceptance Corp. 2.6183% 12/1/14 (e)                                                                
|General Motors Financial Co., Inc. 4.75% 8/15/17 (c)                                                               
|                                                                                                                   
|Banks & Thrifts - 1.3%                                                                                             
|Ally Financial, Inc.:                                                                                              
|3.6375% 2/11/14 (e)                                                                                                
|4.625% 6/26/15                                                                                                     
|Bank of America Corp. 1.7333% 1/30/14 (e)                                                                          
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Banks & Thrifts - continued                                                                                        
|GMAC LLC 2.6183% 12/1/14 (e)                                                                                       
|Regions Financial Corp. 5.75% 6/15/15                                                                              
|                                                                                                                   
|Broadcasting - 0.3%                                                                                                
|Clear Channel Communications, Inc. 9% 12/15/19 (c)                                                                 
|Sirius XM Radio, Inc. 5.25% 8/15/22 (c)                                                                            
|Starz LLC/Starz Finance Corp. 5% 9/15/19 (c)                                                                       
|Univision Communications, Inc. 6.75% 9/15/22 (c)                                                                   
|                                                                                                                   
|Building Materials - 0.1%                                                                                          
|Nortek, Inc. 8.5% 4/15/21 (c)                                                                                      
|Cable TV - 0.1%                                                                                                    
|Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625% 11/15/17 (c)                                      
|Virgin Media Finance PLC 4.875% 2/15/22                                                                            
|                                                                                                                   
|Capital Goods - 0.0%                                                                                               
|Shale-Inland Holdings LLC/Shale-Inland Finance Corp. 8.75% 11/15/19 (c)(d)                                         
|Chemicals - 0.1%                                                                                                   
|Georgia Gulf Corp. 9% 1/15/17 (c)                                                                                  
|LyondellBasell Industries NV 6% 11/15/21                                                                           
|Nufarm Australia Ltd. 6.375% 10/15/19 (c)                                                                          
|                                                                                                                   
|Consumer Products - 0.1%                                                                                           
|Libbey Glass, Inc. 6.875% 5/15/20 (c)                                                                              
|Reddy Ice Corp. 11.25% 3/15/15                                                                                     
|Spectrum Brands Holdings, Inc. 9.5% 6/15/18 (c)                                                                    
|                                                                                                                   
|Containers - 1.3%                                                                                                  
|Ardagh Packaging Finance PLC 7.375% 10/15/17 (c)                                                                   
|Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc. 7.375% 10/15/17 (c)                                    
|Berry Plastics Corp.:                                                                                              
|5.0903% 2/15/15 (e)                                                                                                
|8.25% 11/15/15                                                                                                     
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Containers - continued                                                                                             
|Crown Americas LLC/Capital Corp. II 7.625% 5/15/17                                                                 
|Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg)
SA 5.75% 10/15/20 (c)     
|                                                                                                                   
|Diversified Financial Services - 1.4%                                                                              
|CIT Group, Inc.:                                                                                                   
|4.75% 2/15/15 (c)                                                                                                  
|5% 5/15/17                                                                                                         
|5.25% 4/1/14 (c)                                                                                                   
|International Lease Finance Corp.:                                                                                 
|4.875% 4/1/15                                                                                                      
|5.625% 9/20/13                                                                                                     
|5.875% 5/1/13                                                                                                      
|6.25% 5/15/19                                                                                                      
|6.375% 3/25/13                                                                                                     
|SLM Corp.:                                                                                                         
|0.6153% 1/27/14 (e)                                                                                                
|4.625% 9/25/17                                                                                                     
|                                                                                                                   
|Diversified Media - 0.3%                                                                                           
|Clear Channel Worldwide Holdings, Inc.:                                                                            
|Series A, 9.25% 12/15/17                                                                                           
|Series B, 9.25% 12/15/17                                                                                           
|                                                                                                                   
|Electric Utilities - 0.8%                                                                                          
|Calpine Construction Finance Co. LP 8% 6/1/16 (c)                                                                  
|Energy Future Holdings Corp. 10% 1/15/20                                                                           
|Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:                       
|10% 12/1/20                                                                                                        
|11.75% 3/1/22 (c)                                                                                                  
|NRG Energy, Inc. 6.625% 3/15/23 (c)                                                                                
|The AES Corp. 7.75% 3/1/14                                                                                         
|                                                                                                                   
|Energy - 0.2%                                                                                                      
|Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp. 6.625% 10/1/20 (c)                                         
|Continental Resources, Inc. 7.125% 4/1/21                                                                          
|Drill Rigs Holdings, Inc. 6.5% 10/1/17 (c)                                                                         
|Stone Energy Corp. 7.5% 11/15/22 (d)                                                                               
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Energy - continued                                                                                                 
|Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375% 8/1/22 (c)                               
|Tesoro Corp. 4.25% 10/1/17                                                                                         
|                                                                                                                   
|Environmental - 0.0%                                                                                               
|Clean Harbors, Inc. 5.25% 8/1/20 (c)                                                                               
|Gaming - 0.0%                                                                                                      
|Ameristar Casinos, Inc. 7.5% 4/15/21 (c)                                                                           
|Healthcare - 0.5%                                                                                                  
|Community Health Systems, Inc. 5.125% 8/15/18                                                                      
|DaVita, Inc. 5.75% 8/15/22                                                                                         
|Health Management Associates, Inc. 7.375% 1/15/20                                                                  
|Tenet Healthcare Corp.:                                                                                            
|4.75% 6/1/20 (c)                                                                                                   
|8.875% 7/1/19                                                                                                      
|                                                                                                                   
|Insurance - 0.0%                                                                                                   
|CNO Financial Group, Inc. 6.375% 10/1/20 (c)                                                                       
|Metals/Mining - 0.3%                                                                                               
|CONSOL Energy, Inc. 8% 4/1/17                                                                                      
|FMG Resources (August 2006) Pty Ltd. 7% 11/1/15 (c)                                                                
|Peabody Energy Corp. 6% 11/15/18                                                                                   
|                                                                                                                   
|Paper - 0.1%                                                                                                       
|AbitibiBowater, Inc. 10.25% 10/15/18                                                                               
|Boise Cascade LLC/Boise Cascade Finance Corp. 6.375% 11/1/20 (c)                                                   
|P.H. Glatfelter Co. 5.375% 10/15/20 (c)                                                                            
|Verso Paper Holdings LLC/Verso Paper, Inc. 11.75% 1/15/19 (c)                                                      
|                                                                                                                   
|Services - 0.4%                                                                                                    
|ARAMARK Corp. 3.9446% 2/1/15 (e)                                                                                   
|Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 2.9345% 5/15/14 (e)                                           
|Laureate Education, Inc. 9.25% 9/1/19 (c)(d)                                                                       
|TransUnion Holding Co., Inc. 9.625% 6/15/18 pay-in-kind (e)                                                        
|United Rentals North America, Inc. 6.125% 6/15/23                                                                  
|                                                                                                                   
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Shipping - 0.1%                                                                                                    
|Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17                               
|Ultrapetrol (Bahamas) Ltd. 9% 11/24/14                                                                             
|                                                                                                                   
|Super Retail - 0.1%                                                                                                
|Dollar General Corp. 4.125% 7/15/17                                                                                
|Sally Holdings LLC 5.75% 6/1/22                                                                                    
|                                                                                                                   
|Technology - 0.5%                                                                                                  
|First Data Corp. 6.75% 11/1/20 (c)                                                                                 
|NCR Corp. 5% 7/15/22 (c)                                                                                           
|NXP BV/NXP Funding LLC 3.0903% 10/15/13 (e)                                                                        
|                                                                                                                   
|Telecommunications - 1.8%                                                                                          
|Cequel Communications Escrow 1 LLC/Cequel Communications Escrow Capital Corp. 6.375%
9/15/20 (c)                   
|Intelsat Jackson Holdings SA 6.625% 12/15/22 (c)                                                                   
|iPCS, Inc.:                                                                                                        
|2.5696% 5/1/13 (e)                                                                                                 
|3.7159% 5/1/14 pay-in-kind (e)                                                                                     
|Qwest Corp. 3.6388% 6/15/13 (e)                                                                                    
|Sprint Capital Corp. 6.875% 11/15/28                                                                               
|Sprint Nextel Corp. 9% 11/15/18 (c)                                                                                
|Telesat Canada/Telesat LLC 6% 5/15/17 (c)                                                                          
|                                                                                                                   
|TOTAL NONCONVERTIBLE BONDS
(Cost $1,076,563)                                                                       

|Common Stocks - 0.2%                                   
|-------------------------------------------------------
|                                                       
|Broadcasting - 0.0%                                    
|Cumulus Media, Inc. Class A (a)                        
|ION Media Networks, Inc. (a)                           
|                                                       
|Chemicals - 0.2%                                       
|LyondellBasell Industries NV Class A                   
|Diversified Financial Services - 0.0%                  
|Newhall Holding Co. LLC Class A (a)                    
|Common Stocks - continued                              
|                                                       
|Electric Utilities - 0.0%                              
|Calpine Corp. (a)                                      
|Entertainment/Film - 0.0%                              
|Metro-Goldwyn-Mayer, Inc. (a)                          
|Hotels - 0.0%                                          
|Tropicana Las Vegas Hotel & Casino, Inc. Class A (a)   
|Paper - 0.0%                                           
|White Birch Cayman Holdings Ltd.                       
|Publishing/Printing - 0.0%                             
|HMH Holdings, Inc. warrants 6/22/19 (a)(g)             
|Telecommunications - 0.0%                              
|FairPoint Communications, Inc. (a)                     
|TOTAL COMMON STOCKS
(Cost $18,466)                     
|Other - 0.0%                                           
|                                                       
|Other - 0.0%                                           
|Idearc, Inc. Claim (a)
(Cost $0)                       
|Money Market Funds - 13.6%                             
|                                                       
|Fidelity Cash Central Fund, 0.19% (b)
(Cost $1,447,930)
|TOTAL INVESTMENT PORTFOLIO - 101.9%
(Cost $10,699,982) 
|NET OTHER ASSETS (LIABILITIES) - (1.9)%                
|NET ASSETS - 100%                                      

|Legend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)	Non-income producing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)	Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized
seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In
addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm,
are available on the SEC's website or upon request.
|(c)	Security 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 $347,319,000 or 3.3% of net assets.                                                                                                                                                                                                                    
|(d)	Security or a portion of the security purchased on a delayed delivery or when-issued basis.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(e)	Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.                                                                                                                                                                                                                                                                                                                                                                                                                              
|(f)	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 $730,000 and $730,000, respectively. The coupon rate will be determined at time of settlement.                                                                                                                                                                                                                                                          
|(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 $103,000 or 0.0% of net assets.                                                                                                                                                                                                                                                                       
|Additional information on each restricted holding is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|Security                            | Acquisition Date | Acquisition Cost (000s)
|----------------------------------- | ---------------- | -----------------------
|HMH Holdings, Inc. warrants 6/22/19 | 6/22/12          | $	26                   

|(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 | $	1,819                             

|Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or
methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation
inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial
Statements.

|Valuation Inputs at Reporting Date:
|-----------------------------------
|Description
(Amounts in thousands) 
|Investments in Securities:         
|Equities:                          
|Consumer Discretionary             
|Financials                         
|Materials                          
|Telecommunication Services         
|Utilities                          
|Floating Rate Loans                
|Corporate Bonds                    
|Other                              
|Money Market Funds                 
|Total Investments in Securities:   

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, 2012
|------------------------------------------------------------------------------------------------------ | ----------------
|                                                                                                       |                 
|Assets                                                                                                 |                 
|Investment in securities, at value - See accompanying schedule:
Unaffiliated issuers (cost $9,252,052) | $	9,358,469     
|Fidelity Central Funds (cost $1,447,930)                                                               | 1,447,930       
|Total Investments (cost $10,699,982)                                                                   |                 
|Cash                                                                                                   |                 
|Receivable for investments sold                                                                        |                 
|Receivable for fund shares sold                                                                        |                 
|Interest receivable                                                                                    |                 
|Distributions receivable from Fidelity Central Funds                                                   |                 
|Other receivables                                                                                      |                 
|Total assets                                                                                           |                 
|                                                                                                       |                 
|Liabilities                                                                                            |                 
|Payable for investments purchased 
Regular delivery                                                    | $	457,238       
|Delayed delivery                                                                                       | 8,945           
|Payable for fund shares redeemed                                                                       | 16,918          
|Distributions payable                                                                                  | 6,935           
|Accrued management fee                                                                                 | 4,961           
|Distribution and service plan fees payable                                                             | 1,007           
|Other affiliated payables                                                                              | 1,318           
|Other payables and accrued expenses                                                                    | 160             
|Total liabilities                                                                                      |                 
|                                                                                                       |                 
|Net Assets                                                                                             |                 
|Net Assets consist of:                                                                                 |                 
|Paid in capital                                                                                        |                 
|Undistributed net investment income                                                                    |                 
|Accumulated undistributed net realized gain (loss) on investments                                      |                 
|Net unrealized appreciation (depreciation) on investments                                              |                 
|Net Assets                                                                                             |                 

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, 2012
|------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                                      |                 
|Calculation of Maximum Offering PriceClass A:
Net Asset Value and redemption price per share  ($1,304,994 ÷ 131,222 shares)           |                 
|                                                                                                                                      |                 
|Maximum offering price per share (100/97.25 of $9.94)                                                                                 |                 
|Class T:
Net Asset Value and redemption price per share ($240,753 ÷ 24,242 shares)                                                    |                 
|                                                                                                                                      |                 
|Maximum offering price per share (100/97.25 of $9.93)                                                                                 |                 
|Class B:
Net Asset Value and offering price per share ($24,318 ÷ 2,449 shares)A                                                       |                 
|                                                                                                                                      |                 
|Class C:
Net Asset Value and offering price per share ($806,133 ÷ 81,077 shares)A                                                     |                 
|                                                                                                                                      |                 
|Fidelity Floating Rate High Income Fund:
Net Asset Value, offering price and redemption price per share ($5,720,469 ÷ 575,952 shares) |                 
|                                                                                                                                      |                 
|Institutional Class:
Net Asset Value, offering price and redemption price per share ($2,510,223 ÷ 252,923 shares)                     |                 

ARedemption 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, 2012
|----------------------------------------------------------------------------- | ---------------------------
|                                                                              |                            
|Investment Income                                                             |                            
|Dividends                                                                     |                            
|Interest                                                                      |                            
|Income from Fidelity Central Funds                                            |                            
|Total income                                                                  |                            
|                                                                              |                            
|Expenses                                                                      |                            
|Management fee                                                                | $	57,371                   
|Transfer agent fees                                                           | 13,894                     
|Distribution and service plan fees                                            | 12,417                     
|Accounting fees and expenses                                                  | 1,577                      
|Custodian fees and expenses                                                   | 136                        
|Independent trustees' compensation                                            | 67                         
|Registration fees                                                             | 344                        
|Audit                                                                         | 163                        
|Legal                                                                         | 36                         
|Miscellaneous                                                                 | 123                        
|Total expenses before reductions                                              | 86,128                     
|Expense reductions                                                            | (15)                       
|Net investment income (loss)                                                  |                            
|Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:              |                            
|Investment securities:                                                        |                            
|Unaffiliated issuers                                                          |                            
|Change in net unrealized appreciation (depreciation) on investment securities |                            
|Net gain (loss)                                                               |                            
|Netincrease (decrease) in net assets resulting from operations                |                            

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,
2012 | Year ended
October 31,
2011
|------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ---------------------------
|Increase (Decrease) in Net Assets                                                                                                           |                             |                            
|Operations                                                                                                                                  |                             |                            
|Net investment income (loss)                                                                                                                | $	366,256                   | $	346,197                  
|Net realized gain (loss)                                                                                                                    | 23,583                      | 42,915                     
|Change in net unrealized appreciation (depreciation)                                                                                        | 177,284                     | (245,127)                  
|Netincrease (decrease) in net assets resulting
from operations                                                                              | 567,123                     | 143,985                    
|Distributions to shareholders from net investment income                                                                                    | (350,713)                   | (309,951)                  
|Share transactions - net increase (decrease)                                                                                                | 256,075                     | 3,623,748                  
|Redemption fees                                                                                                                             | 419                         | 1,302                      
|Total increase (decrease) in net assets                                                                                                     | 472,904                     | 3,459,084                  
|                                                                                                                                            |                             |                            
|Net Assets                                                                                                                                  |                             |                            
|Beginning of period                                                                                                                         | 10,133,986                  | 6,674,902                  
|End of period (including undistributed net investment income of $141,371 and undistributed
net investment income of $129,183, respectively) | $	10,606,890                | $	10,133,986               

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

Annual Report

## Financial Highlights - Class A

|Years ended October 31,                    | 2012    | 2011    | 2010    | 2009   | 2008    
|------------------------------------------ | ------- | ------- | ------- | ------ | --------
|Selected Per-Share Data                    |         |         |         |        |         
|Net asset value, beginning of period       | $	9.73  | $	9.79  | $	9.31  | $	8.00 | $	9.75  
|Income from Investment Operations          |         |         |         |        |         
|Net investment income (loss) C             | .340    | .317    | .391    | .354   | .476    
|Net realized and unrealized gain (loss)    | .195    | (.080)  | .425    | 1.232  | (1.779) 
|Total from investment operations           | .535    | .237    | .816    | 1.586  | (1.303) 
|Distributions from net investment income   | (.325)  | (.298)  | (.287)  | (.278) | (.448)  
|Distributions from net realized gain       | -       | -       | (.050)  | -      | -       
|Total distributions                        | (.325)  | (.298)  | (.337)  | (.278) | (.448)  
|Redemption fees added to paid in capital C | -G      | .001    | .001    | .002   | .001    
|Net asset value, end of period             | $	9.94  | $	9.73  | $	9.79  | $	9.31 | $	8.00  
|Total ReturnA,B                            | 5.60%   | 2.46%   | 8.96%   | 20.31% | (13.87)%
|Ratios to Average Net AssetsD,F            |         |         |         |        |         
|Expenses before reductions                 | .99%    | 1.00%   | 1.03%   | 1.05%  | 1.06%   
|Expenses net of fee waivers, if any        | .99%    | 1.00%   | 1.03%   | 1.05%  | 1.06%   
|Expenses net of all reductions             | .99%    | 1.00%   | 1.03%   | 1.04%  | 1.06%   
|Net investment income (loss)               | 3.47%   | 3.25%   | 4.11%   | 4.09%  | 5.13%   
|Supplemental Data                          |         |         |         |        |         
|Net assets, end of period (in millions)    | $	1,305 | $	1,587 | $	1,064 | $	518  | $	192   
|Portfolio turnover rate E                  | 49%     | 54%     | 43%     | 25%    | 16%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Class T

|Years ended October 31,                    | 2012   | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------ | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |        |        |        |        |         
|Net asset value, beginning of period       | $	9.72 | $	9.77 | $	9.30 | $	8.00 | $	9.73  
|Income from Investment Operations          |        |        |        |        |         
|Net investment income (loss) C             | .330   | .312   | .391   | .349   | .481    
|Net realized and unrealized gain (loss)    | .195   | (.070) | .416   | 1.228  | (1.762) 
|Total from investment operations           | .525   | .242   | .807   | 1.577  | (1.281) 
|Distributions from net investment income   | (.315) | (.293) | (.288) | (.279) | (.450)  
|Distributions from net realized gain       | -      | -      | (.050) | -      | -       
|Total distributions                        | (.315) | (.293) | (.338) | (.279) | (.450)  
|Redemption fees added to paid in capital C | -G     | .001   | .001   | .002   | .001    
|Net asset value, end of period             | $	9.93 | $	9.72 | $	9.77 | $	9.30 | $	8.00  
|Total ReturnA,B                            | 5.50%  | 2.51%  | 8.87%  | 20.20% | (13.66)%
|Ratios to Average Net AssetsD,F            |        |        |        |        |         
|Expenses before reductions                 | 1.09%  | 1.05%  | 1.02%  | 1.04%  | 1.03%   
|Expenses net of fee waivers, if any        | 1.09%  | 1.05%  | 1.02%  | 1.04%  | 1.03%   
|Expenses net of all reductions             | 1.09%  | 1.05%  | 1.02%  | 1.04%  | 1.03%   
|Net investment income (loss)               | 3.37%  | 3.19%  | 4.12%  | 4.10%  | 5.16%   
|Supplemental Data                          |        |        |        |        |         
|Net assets, end of period (in millions)    | $	241  | $	271  | $	242  | $	143  | $	134   
|Portfolio turnover rate E                  | 49%    | 54%    | 43%    | 25%    | 16%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Class B

|Years ended October 31,                    | 2012   | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------ | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |        |        |        |        |         
|Net asset value, beginning of period       | $	9.72 | $	9.77 | $	9.30 | $	7.99 | $	9.73  
|Income from Investment Operations          |        |        |        |        |         
|Net investment income (loss) C             | .288   | .266   | .341   | .305   | .432    
|Net realized and unrealized gain (loss)    | .195   | (.070) | .416   | 1.238  | (1.771) 
|Total from investment operations           | .483   | .196   | .757   | 1.543  | (1.339) 
|Distributions from net investment income   | (.273) | (.247) | (.238) | (.235) | (.402)  
|Distributions from net realized gain       | -      | -      | (.050) | -      | -       
|Total distributions                        | (.273) | (.247) | (.288) | (.235) | (.402)  
|Redemption fees added to paid in capital C | -G     | .001   | .001   | .002   | .001    
|Net asset value, end of period             | $	9.93 | $	9.72 | $	9.77 | $	9.30 | $	7.99  
|Total ReturnA,B                            | 5.05%  | 2.03%  | 8.30%  | 19.74% | (14.21)%
|Ratios to Average Net AssetsD,F            |        |        |        |        |         
|Expenses before reductions                 | 1.52%  | 1.52%  | 1.55%  | 1.56%  | 1.56%   
|Expenses net of fee waivers, if any        | 1.52%  | 1.52%  | 1.55%  | 1.55%  | 1.55%   
|Expenses net of all reductions             | 1.52%  | 1.52%  | 1.55%  | 1.55%  | 1.55%   
|Net investment income (loss)               | 2.94%  | 2.72%  | 3.59%  | 3.59%  | 4.64%   
|Supplemental Data                          |        |        |        |        |         
|Net assets, end of period (in millions)    | $	24   | $	32   | $	43   | $	44   | $	42    
|Portfolio turnover rate E                  | 49%    | 54%    | 43%    | 25%    | 16%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Class C

|Years ended October 31,                    | 2012   | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------ | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |        |        |        |        |         
|Net asset value, beginning of period       | $	9.73 | $	9.78 | $	9.31 | $	8.00 | $	9.74  
|Income from Investment Operations          |        |        |        |        |         
|Net investment income (loss) C             | .267   | .244   | .321   | .288   | .408    
|Net realized and unrealized gain (loss)    | .195   | (.070) | .415   | 1.235  | (1.770) 
|Total from investment operations           | .462   | .174   | .736   | 1.523  | (1.362) 
|Distributions from net investment income   | (.252) | (.225) | (.217) | (.215) | (.379)  
|Distributions from net realized gain       | -      | -      | (.050) | -      | -       
|Total distributions                        | (.252) | (.225) | (.267) | (.215) | (.379)  
|Redemption fees added to paid in capital C | -G     | .001   | .001   | .002   | .001    
|Net asset value, end of period             | $	9.94 | $	9.73 | $	9.78 | $	9.31 | $	8.00  
|Total ReturnA,B                            | 4.81%  | 1.80%  | 8.05%  | 19.43% | (14.41)%
|Ratios to Average Net AssetsD,F            |        |        |        |        |         
|Expenses before reductions                 | 1.74%  | 1.74%  | 1.76%  | 1.78%  | 1.80%   
|Expenses net of fee waivers, if any        | 1.74%  | 1.74%  | 1.76%  | 1.78%  | 1.80%   
|Expenses net of all reductions             | 1.74%  | 1.74%  | 1.76%  | 1.78%  | 1.80%   
|Net investment income (loss)               | 2.72%  | 2.50%  | 3.38%  | 3.35%  | 4.39%   
|Supplemental Data                          |        |        |        |        |         
|Net assets, end of period (in millions)    | $	806  | $	852  | $	622  | $	335  | $	199   
|Portfolio turnover rate E                  | 49%    | 54%    | 43%    | 25%    | 16%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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,                    | 2012    | 2011    | 2010    | 2009    | 2008    
|------------------------------------------ | ------- | ------- | ------- | ------- | --------
|Selected Per-Share Data                    |         |         |         |         |         
|Net asset value, beginning of period       | $	9.72  | $	9.77  | $	9.30  | $	8.00  | $	9.74  
|Income from Investment Operations          |         |         |         |         |         
|Net investment income (loss) B             | .368    | .345    | .418    | .377    | .508    
|Net realized and unrealized gain (loss)    | .195    | (.070)  | .417    | 1.225   | (1.771) 
|Total from investment operations           | .563    | .275    | .835    | 1.602   | (1.263) 
|Distributions from net investment income   | (.353)  | (.326)  | (.316)  | (.304)  | (.478)  
|Distributions from net realized gain       | -       | -       | (.050)  | -       | -       
|Total distributions                        | (.353)  | (.326)  | (.366)  | (.304)  | (.478)  
|Redemption fees added to paid in capital B | -F      | .001    | .001    | .002    | .001    
|Net asset value, end of period             | $	9.93  | $	9.72  | $	9.77  | $	9.30  | $	8.00  
|Total ReturnA                              | 5.91%   | 2.86%   | 9.18%   | 20.55%  | (13.49)%
|Ratios to Average Net AssetsC,E            |         |         |         |         |         
|Expenses before reductions                 | .71%    | .71%    | .73%    | .75%    | .73%    
|Expenses net of fee waivers, if any        | .71%    | .71%    | .73%    | .75%    | .73%    
|Expenses net of all reductions             | .71%    | .71%    | .73%    | .75%    | .73%    
|Net investment income (loss)               | 3.75%   | 3.53%   | 4.41%   | 4.39%   | 5.46%   
|Supplemental Data                          |         |         |         |         |         
|Net assets, end of period (in millions)    | $	5,720 | $	5,399 | $	3,566 | $	2,354 | $	1,292 
|Portfolio turnover rate D                  | 49%     | 54%     | 43%     | 25%     | 16%     

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

BCalculated based on average shares outstanding during the period.

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

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

EExpense 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.

FAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Institutional Class

|Years ended October 31,                    | 2012    | 2011    | 2010    | 2009   | 2008    
|------------------------------------------ | ------- | ------- | ------- | ------ | --------
|Selected Per-Share Data                    |         |         |         |        |         
|Net asset value, beginning of period       | $	9.71  | $	9.77  | $	9.29  | $	7.99 | $	9.73  
|Income from Investment Operations          |         |         |         |        |         
|Net investment income (loss) B             | .363    | .341    | .415    | .379   | .503    
|Net realized and unrealized gain (loss)    | .196    | (.079)  | .427    | 1.221  | (1.769) 
|Total from investment operations           | .559    | .262    | .842    | 1.600  | (1.266) 
|Distributions from net investment income   | (.349)  | (.323)  | (.313)  | (.302) | (.475)  
|Distributions from net realized gain       | -       | -       | (.050)  | -      | -       
|Total distributions                        | (.349)  | (.323)  | (.363)  | (.302) | (.475)  
|Redemption fees added to paid in capital B | -F      | .001    | .001    | .002   | .001    
|Net asset value, end of period             | $	9.92  | $	9.71  | $	9.77  | $	9.29 | $	7.99  
|Total ReturnA                              | 5.87%   | 2.72%   | 9.27%   | 20.54% | (13.54)%
|Ratios to Average Net AssetsC,E            |         |         |         |        |         
|Expenses before reductions                 | .75%    | .75%    | .76%    | .77%   | .77%    
|Expenses net of fee waivers, if any        | .75%    | .75%    | .76%    | .77%   | .77%    
|Expenses net of all reductions             | .75%    | .75%    | .76%    | .77%   | .76%    
|Net investment income (loss)               | 3.71%   | 3.50%   | 4.38%   | 4.36%  | 5.43%   
|Supplemental Data                          |         |         |         |        |         
|Net assets, end of period (in millions)    | $	2,510 | $	1,992 | $	1,138 | $	469  | $	138   
|Portfolio turnover rate D                  | 49%     | 54%     | 43%     | 25%    | 16%     

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

BCalculated based on average shares outstanding during the period.

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

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

EExpense 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.

FAmount represents less than $.001 per share.

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

Annual Report

---

# Notes to Financial Statements

For the period ended October 31, 2012

(Amounts in thousands except percentages)

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

2. Investments in Fidelity Central Funds.

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

Annual Report

3. Significant Accounting Policies - continued

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

Security Valuation.Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation
policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing
vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be
fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in
determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The
frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the
Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who
make markets in such securities. For corporate bonds and floating rate loans, pricing vendors utilize matrix pricing which considers yield or price
of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar
factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending
on the circumstances. 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

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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. Dividend income is recorded on the ex-dividend
date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is
informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities
received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments
and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or
capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes
coupon interest and amortization of premium and accretion of discount on debt securities. The Fund earns certain fees in connection with its
floating rate loan purchasing activities.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

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 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                                                  | $	236,102   
|------------------------------------------------------------------------------ | ------------
|Gross unrealized depreciation                                                  | (35,902)    
|Net unrealized appreciation (depreciation) on securities and other investments | $	200,200   
|                                                                               |             
|Tax Cost                                                                       | $	10,606,199

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

|Undistributed ordinary income              | $	49,369  
|------------------------------------------ | ----------
|Capital loss carryforward                  | $	(89,569)
|Net unrealized appreciation (depreciation) | $	200,200 

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.
Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in
taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that
expire. Capital loss carryforwards were as follows:

|Fiscal year of expiration       |           
|------------------------------- | ----------
|2016                            | $	(50,512)
|2017                            | (39,057)  
|Total capital loss carryforward | $	(89,569)

The tax character of distributions paid was as follows:

|                | October 31, 2012 | October 31, 2011
|--------------- | ---------------- | ----------------
|Ordinary Income | $	350,713        | $ 	309,951      

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.

Delayed Delivery Transactions and When-Issued Securities.During the period, the Fund transacted in securities on a delayed delivery or
when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying
securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies
securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of
the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to
political, economic, or other factors.

Annual Report

3. Significant Accounting Policies - continued

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 invests in direct debt instruments which are interests in amounts owed to lenders by
corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing
commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired
through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the
agent bank and/or borrower prior to the sale of these loans. The Fund also invests in unfunded loan commitments, which are contractual obligations for future funding. Information regarding unfunded commitments is included at the end of the Fund's Schedule of Investments.

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

4. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of floating rate loans), other than short-term securities, aggregated $4,434,439
and $4,611,065, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly
management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net
assets and an annualized group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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%        | $	3,464    | $	134          
|Class T | -%               | .25%        | 628        | 3              
|Class B | .55%             | .15%        | 192        | 151            
|Class C | .75%             | .25%        | 8,133      | 1,801          
|        |                  |             | $	12,417   | $	2,089        

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on
Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 3.50% to 1.00% for Class B shares, 1.00% for Class C
shares, 1.00% or .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

|         | Retained
by FDC
|-------- | ---------------
|Class A  | $	133          
|Class T  | 13             
|Class B* | 43             
|Class C* | 148            
|         | $	337          

*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

5. 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                                 | $	2,079  | .15                    
|Class T                                 | 629      | .25                    
|Class B                                 | 63       | .23                    
|Class C                                 | 1,230    | .15                    
|Fidelity Floating Rate High Income Fund | 6,420    | .12                    
|Institutional Class                     | 3,473    | .16                    
|                                        | $	13,894 |                        

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 each month.

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 fourteen dollars for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for
temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $28 and is reflected in Miscellaneous expenses on the Statement of
Operations. During the period, there were no borrowings on this line of credit.

7. 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 $15.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

|Years ended October 31,                 | 2012      | 2011     
|--------------------------------------- | --------- | ---------
|From net investment income              |           |          
|Class A                                 | $	46,515  | $	46,926 
|Class T                                 | 8,143     | 8,530    
|Class B                                 | 780       | 998      
|Class C                                 | 20,972    | 18,564   
|Fidelity Floating Rate High Income Fund | 197,172   | 173,777  
|Institutional Class                     | 77,131    | 61,156   
|Total                                   | $	350,713 | $	309,951

9. Share Transactions.

Transactions for each class of shares were as follows:

|                                        | Shares    | Dollars  
|--------------------------------------- | --------- | ---------
|Years ended October 31,                 | 2012      | 2011     
|Class A                                 |           |          
|Shares sold                             | 31,124    | 130,538  
|Reinvestment of distributions           | 3,572     | 3,698    
|Shares redeemed                         | (66,588)  | (79,802) 
|Net increase (decrease)                 | (31,892)  | 54,434   
|Class T                                 |           |          
|Shares sold                             | 2,896     | 12,540   
|Reinvestment of distributions           | 704       | 732      
|Shares redeemed                         | (7,230)   | (10,203) 
|Net increase (decrease)                 | (3,630)   | 3,069    
|Class B                                 |           |          
|Shares sold                             | 156       | 912      
|Reinvestment of distributions           | 59        | 73       
|Shares redeemed                         | (1,070)   | (2,112)  
|Net increase (decrease)                 | (855)     | (1,127)  
|Class C                                 |           |          
|Shares sold                             | 12,695    | 47,996   
|Reinvestment of distributions           | 1,512     | 1,307    
|Shares redeemed                         | (20,709)  | (25,248) 
|Net increase (decrease)                 | (6,502)   | 24,055   
|Fidelity Floating Rate High Income Fund |           |          
|Shares sold                             | 164,358   | 455,198  
|Reinvestment of distributions           | 16,695    | 14,710   
|Shares redeemed                         | (160,631) | (279,260)
|Net increase (decrease)                 | 20,422    | 190,648  
|Institutional Class                     |           |          
|Shares sold                             | 109,592   | 192,248  
|Reinvestment of distributions           | 3,772     | 3,053    
|Shares redeemed                         | (65,596)  | (106,613)
|Net increase (decrease)                 | 47,768    | 88,688   

Annual Report

10. 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, 2012, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 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, 2012, 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 Floating Rate High Income Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 19, 2012

Annual Report

---

# Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, each of the Trustees oversees 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey 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. In addition, the Independent Trustees have worked with FMR to enhance
the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not
limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio
management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management
program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further
under "Standing Committees of the Fund's Trustees."
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.

Annual Report

Interested Trustees*:

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

|Name, Age; Principal Occupations and Other Relevant Experience+
|---------------------------------------------------------------
|James C. Curvey (77)                                           
|                                                               
|Ronald P. O'Hanley (55)                                        
|                                                               

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

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

Annual Report

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 (64)                                           
|                                                               
|Alan J. Lacy (59)                                              
|                                                               
|Ned C. Lautenbach (68)                                         
|                                                               
|Joseph Mauriello (68)                                          
|                                                               
|Robert W. Selander (62)                                        
|                                                               
|Cornelia M. Small (68)                                         
|                                                               
|William S. Stavropoulos (73)                                   
|                                                               
|David M. Thomas (63)                                           
|                                                               
|Michael E. Wiley (62)                                          
|                                                               

+	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 Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts
02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82
Devonshire Street, Boston, Massachusetts 02109.

|Name, Age; Principal Occupation
|-------------------------------
|Edward C. Johnson 3d (82)      
|                               
|Peter S. Lynch (68)            
|                               
|David A. Rosow (70)            
|                               
|Garnett A. Smith (65)          
|                               
|Kenneth B. Robins (43)         
|                               
|Brian B. Hogan (48)            
|                               
|Thomas C. Hense (48)           
|                               
|Scott C. Goebel (44)           
|                               
|William C. Coffey (43)         
|                               
|Elizabeth Paige Baumann (44)   
|                               
|Christine Reynolds (54)        
|                               
|Joseph A. Hanlon (44)          
|                               
|Joseph F. Zambello (55)        
|                               
|Adrien E. Deberghes (45)       
|                               
|Stephen Sadoski (41)           
|                               
|Stephanie J. Dorsey (43)       
|                               
|John R. Hebble (54)            
|                               
|Gary W. Ryan (54)              
|                               
|Jonathan Davis (44)            
|                               

Annual Report

---

# Distributions (Unaudited)

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

|                                        | Pay Date | Record Date | Capital Gains
|--------------------------------------- | -------- | ----------- | -------------
|Fidelity Floating Rate High Income Fund | 12/10/12 | 12/07/12    | $0.049       

A total of 0.11% 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 $261,539,393 of distributions paid during the period January 1, 2012 to October 31, 2012 as qualifying to be taxed as
interest-related dividends for nonresident alien shareholders.

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

Annual Report

---

# Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's
Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing
committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject
matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the
services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's
management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by
Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and
(v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of
compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's
relative investment performance for each class measured over multiple periods against (i) a proprietary custom index, and (ii) a peer group of
mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-,
and five-year periods ended December 31, 2011, 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 (top of box)
and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below
the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the
percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom
index is an index developed by FMR that represents the performance of the fund's general investment categories.

Annual Report

Fidelity Advisor Floating Rate High Income Fund

wsd281

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the
fund was in the second quartile for the one-year period, the fourth quartile for the three-year period, and the first 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 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, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should
benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The
group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped
Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several
Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing
relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps.
"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 Floating Rate High Income Fund

wsd283

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.

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 0.55% to 0.45%. The Board considered that the chart reflects the fund's lower management fee for 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 Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class
expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The
Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current
and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to
those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. The Board considered that various
factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can
affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher
12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The
Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing
no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which
has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in
transfer agent fees may also cause expenses to vary from class to class.

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. The
Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared
Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in
services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

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

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

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

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

Annual Report

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds,
whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for
realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through
increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that the 2007
reduction in the fund's individual fund fee rate by 0.10% delivers significant economies to fund shareholders. The Board also noted that in 2009, it
and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such
economies of scale, and whether there is potential for realization of any further economies of scale.

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory
Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize
the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio
managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s)
that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential
impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology,
including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use
of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net
redemptions from the Fidelity funds.

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 
(Japan) Inc.

Fidelity Management & Research 
(Hong Kong) Limited

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

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

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®) wsd285	1-800-544-5555

wsd285	Automated line for quickest service



(Fidelity Investment logo)(registered trademark)Corporate Headquarters82 Devonshire St., Boston, MA 02109www.fidelity.com

`FHI-UANN-1212
1.784743.109`



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

Floating Rate High Income

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

Annual Report

October 31, 2012(Fidelity Cover Art)

---

# Contents

|Performance                                                         | (Click
Here) | How the fund has done over time.                                                                              
|------------------------------------------------------------------- | ------------ | --------------------------------------------------------------------------------------------------------------
|Management's Discussion of Fund
Performance                         | (Click
Here) | The Portfolio 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. © 2012 FMR LLC. All
rights reserved.

Annual Report



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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

---

# Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend
income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of
performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be
had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow. 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, 2012                    | Past 1
year | Past 5
years | Past 10
years
|------------------------------------------------- | ----------- | ------------ | -------------
|Class A (incl. 2.75% sales charge)                | 2.70%       | 3.51%        | 4.35%        
|Class T (incl. 2.75% sales charge)                | 2.60%       | 3.51%        | 4.31%        
|Class B (incl. contingent deferred sales charge)A | 1.55%       | 3.32%        | 4.25%        
|Class C (incl. contingent deferred sales charge)B | 3.81%       | 3.34%        | 3.92%        

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

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

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Floating Rate High Income Fund - Class A on October 31, 2002, 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®/LSTA
Leveraged Performing Loan Index performed over the same period.

wsd299

Annual Report

---

# Management's Discussion of Fund Performance

Market Recap: The leveraged-loan market posted a strong gain during the 12 months ending October 31, 2012, overcoming periodic bouts of
volatility largely stemming from concern over sovereign debt problems in the eurozone, with the S&P®/LSTA Leveraged Performing Loan Index
advancing 8.66% for the period. During the past year, the leveraged-loan market experienced negative returns in only two months - November 2011
and May 2012 - with its healthy performance a result of positive fundamental and technical factors. Fundamentally, a slowly recovering domestic
economy led to improving financial results for most leveraged companies, as they enjoyed increasing cash flow that helped to enhance their financial
flexibility. As a result, the default rate ended the period near 1%, well below the historical average of 3.4%. On the technical side, the market benefited
from steady demand from investors seeking higher yields, as the Federal Reserve kept the benchmark federal funds rate near zero, indicating in
September that it intends to keep the rate at that level into 2015. While new issuance was robust during the past 12 months, the majority of deals
were for refinancing, making the additional supply easily absorbed. As can be expected in a positive market environment, lower-quality B- and CCC-rated loans outperformed more-conservative BB-rated loans during the period.

Comments from Christine McConnell, Portfolio Manager of Fidelity Advisor®Floating Rate High Income Fund: For the year, the
fund's Class A, Class T, Class B and Class C shares returned 5.60%, 5.50%, 5.05% and 4.81%, respectively (excluding sales charges), trailing the S&P®/LSTA index. The fund's bias toward larger-cap, higher-quality issuers hurt, as loans from smaller-cap, lower-quality companies generally outperformed.
Within the benchmark, CCC-rated and non-rated (small-cap) loans returned about 16% and 9%, respectively, while B- and BB-rated loans advanced
roughly 9% and 7%, respectively. On an industry basis, health care and publishing were the fund's biggest detractors. Within health care, a substantial
overweighting in for-profit hospital operator HCA hurt the most, as this high-quality issuer underperformed amid investors' preference for riskier
securities. In publishing, avoiding D-rated directory service provider SuperMedia detracted. Elsewhere, the fund's cash position also hurt. On the
positive side, security selection in utilities provided the biggest boost, thanks to an underweighting in heavily leveraged Texas-based TXU Energy. In
financials, an out-of-benchmark position in Ally Financial (formerly GMAC) also helped, as investors became more confident in the firm's ability to
resolve issues at its mortgage subsidiary.

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, 2012 to October 31,
2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

|                                        | Annualized
Expense Ratio | Beginning
Account Value
May 1, 2012 | Ending
Account Value
October 31, 2012 | Expenses Paid
During Period*May 1, 2012
to October 31, 2012
|--------------------------------------- | ------------------------ | ----------------------------------- | ------------------------------------- | -----------------------------------------------------------
|Class A                                 | .98%                     |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,024.30                            | $	4.99                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,020.21                            | $	4.98                                                     
|Class T                                 | 1.08%                    |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,023.80                            | $	5.49                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,019.71                            | $	5.48                                                     
|Class B                                 | 1.51%                    |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,021.60                            | $	7.67                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,017.55                            | $	7.66                                                     
|Class C                                 | 1.73%                    |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,020.50                            | $	8.79                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,016.44                            | $	8.77                                                     
|Fidelity Floating Rate High Income
Fund | .70%                     |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,025.80                            | $	3.56                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,021.62                            | $	3.56                                                     
|Institutional Class                     | .75%                     |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,025.60                            | $	3.82                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,021.37                            | $	3.81                                                     

A5% return per year before expenses

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period).

Annual Report

---

# Investment Changes (Unaudited)

|Top Five Holdings as of October 31, 2012      
|----------------------------------------------
|(by issuer, excluding cash equivalents)       
|HCA, Inc.                                     
|Community Health Systems, Inc.                
|Intelsat Jackson Holdings SA                  
|DaVita, Inc.                                  
|First Data Corp.                              
|                                              
|Top Five Market Sectors as of October 31, 2012
|                                              
|Healthcare                                    
|Telecommunications                            
|Technology                                    
|Cable TV                                      
|Electric Utilities                            

|Quality Diversification (% of fund's net assets)
|------------------------------------------------
|As of October 31, 2012                          
|wsd242                                          
|wsd245                                          
|wsd248                                          
|wsd251                                          
|wsd254                                          
|wsd258                                          
|wsd261                                          
|wsd264                                          

wsd317

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

|Asset Allocation (% of fund's net assets)
|-----------------------------------------
|As of October 31, 2012*                  
|wsd242                                   
|wsd245                                   
|wsd251                                   
|wsd254                                   
|wsd264                                   
|*Foreign investments                     

wsd329

†Amount represents less than 0.1%.

Annual Report

---

# Investments October 31, 2012

Showing Percentage of Net Assets

|Floating Rate Loans (h) - 77.6%                                                                                    
|-------------------------------------------------------------------------------------------------------------------
|                                                                                                                   
|Aerospace - 1.3%                                                                                                   
|Aeroflex, Inc. Tranche B, term loan 5.75% 5/9/18 (e)                                                               
|Sequa Corp. term loan 3.615% 12/3/14 (e)                                                                           
|Spirit Aerosystems, Inc. Tranche B, term loan 3.75% 4/18/19 (e)                                                    
|TransDigm Group, Inc. Tranche B2, term loan 4% 2/14/17 (e)                                                         
|TransDigm, Inc. Tranche B, term loan 4% 2/14/17 (e)                                                                
|Wesco Aircraft Hardware Corp. Tranche B, term loan 4.25% 4/7/17 (e)                                                
|                                                                                                                   
|Air Transportation - 0.5%                                                                                          
|Delta Air Lines, Inc. Tranche B 1LN, term loan 5.25% 10/18/18 (e)                                                  
|Northwest Airlines Corp. Tranche B, term loan 3.87% 12/22/13 (e)                                                   
|United Air Lines, Inc. Tranche B, term loan 2.25% 2/1/14 (e)                                                       
|US Airways Group, Inc. term loan 2.711% 3/23/14 (e)                                                                
|                                                                                                                   
|Automotive - 2.8%                                                                                                  
|Allison Transmission, Inc.:                                                                                        
|term loan 2.72% 8/7/14 (e)                                                                                         
|Tranche B 2LN, term loan 3.72% 8/7/17 (e)                                                                          
|Tranche B 3LN, term loan 4.25% 8/23/19 (e)                                                                         
|Chrysler Group LLC Tranche B, term loan 6% 5/24/17 (e)                                                             
|Delphi Corp.:                                                                                                      
|Tranche A, term loan 2.25% 3/31/16 (e)                                                                             
|Tranche B, term loan 3.5% 3/31/17 (e)                                                                              
|Federal-Mogul Corp.:                                                                                               
|Tranche B, term loan 2.1475% 12/27/14 (e)                                                                          
|Tranche C, term loan 2.1475% 12/27/15 (e)                                                                          
|Schaeffler AG Tranche C2, term loan 6% 1/27/17 (e)                                                                 
|The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 4.75% 4/30/19 (e)                                            
|                                                                                                                   
|Broadcasting - 4.2%                                                                                                
|AMC Networks, Inc. Tranche B, term loan 4% 12/31/18 (e)                                                            
|Clear Channel Capital I LLC Tranche B, term loan 3.8655% 1/29/16 (e)                                               
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Broadcasting - continued                                                                                           
|Clear Channel Communications, Inc. Tranche A, term loan 3.612% 7/30/14 (e)                                         
|FoxCo Acquisition Sub, LLC Tranche B, term loan 5.5% 7/14/17 (e)                                                   
|Gray Television, Inc. Tranche B, term loan 3.5946% 10/11/19 (e)(f)                                                 
|Nexstar Broadcasting, Inc. term loan 5% 9/30/16 (e)                                                                
|Raycom Media, Inc. Tranche B, term loan 4.5% 5/31/17 (e)                                                           
|Sinclair Television Group, Inc. Tranche B, term loan 4% 10/29/16 (e)                                               
|TWCC Holding Corp. Tranche B, term loan 4.25% 2/11/17 (e)                                                          
|Univision Communications, Inc.:                                                                                    
|term loan 4.462% 3/31/17 (e)                                                                                       
|Tranche 1LN, term loan 2.212% 9/29/14 (e)                                                                          
|VNU, Inc.:                                                                                                         
|term loan 2.2185% 8/9/13 (e)                                                                                       
|Tranche B, term loan 3.9685% 5/1/16 (e)                                                                            
|Tranche C, term loan 3.4685% 5/1/16 (e)                                                                            
|                                                                                                                   
|Building Materials - 0.6%                                                                                          
|Armstrong World Industries, Inc. Tranche B, term loan 4% 3/10/18 (e)                                               
|Goodman Global Group, Inc.:                                                                                        
|Tranche 1 LN, term loan 5.75% 10/28/16 (e)                                                                         
|Tranche 2 LN, term loan 9% 10/28/17 (e)                                                                            
|HD Supply, Inc. Tranche B 1LN, term loan 7.25% 10/12/17 (e)                                                        
|Nortek, Inc. Tranche B, term loan 5.2522% 4/26/17 (e)                                                              
|                                                                                                                   
|Cable TV - 5.8%                                                                                                    
|Atlantic Broadband Finance LLC/Atlantic Broadband Finance, Inc. Tranche B 1LN, term loan
5.25% 4/4/19 (e)          
|Atlantic Broadband Holdings I, LLC Tranche B, term loan 4.5% 9/12/19 (e)                                           
|Bragg Communications, Inc. Tranche B, term loan 4% 2/28/18 (e)                                                     
|Bresnan Broadband Holdings LLC Tranche B, term loan 4.5% 12/14/17 (e)                                              
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Cable TV - continued                                                                                               
|CCO Holdings, LLC Tranche 3LN, term loan 2.755% 9/6/14 (e)                                                         
|Cequel Communications LLC Tranche B, term loan 4% 2/14/19 (e)                                                      
|Charter Communications Operating LLC:                                                                              
|Tranche C, term loan 3.47% 9/6/16 (e)                                                                              
|Tranche D, term loan 4% 4/11/19 (e)                                                                                
|CSC Holdings, Inc.:                                                                                                
|Tranche B2, term loan 3.462% 3/29/16 (e)                                                                           
|Tranche B3, term loan 3.212% 3/29/16 (e)                                                                           
|Kabel Deutschland GmbH Tranche F, term loan 4.25% 2/1/19 (e)                                                       
|Mediacom Broadband LLC Tranche F, term loan 4.5% 10/23/17 (e)                                                      
|Mediacom LLC Tranche E, term loan 4.5% 10/23/17 (e)                                                                
|RCN Telecom Services, LLC Tranche B, term loan 5.25% 8/26/16 (e)                                                   
|UPC Broadband Holding BV:                                                                                          
|Tranche AB, term loan 4.75% 12/31/17 (e)                                                                           
|Tranche T, term loan 3.7145% 12/31/16 (e)                                                                          
|Tranche X, term loan 3.7145% 12/31/17 (e)                                                                          
|WaveDivision Holdings LLC Tranche B, term loan 5.5% 8/9/19 (e)                                                     
|WideOpenWest Finance LLC Tranche B, term loan 6.25% 7/17/18 (e)                                                    
|Zayo Group LLC Tranche B, term loan 5.25% 7/2/19 (e)                                                               
|                                                                                                                   
|Capital Goods - 0.6%                                                                                               
|Rexnord LLC Tranche B 1LN, term loan 4.5% 4/1/18 (e)                                                               
|SRAM LLC. Tranche B 1LN, term loan 4.7989% 6/7/18 (e)                                                              
|Tomkins PLC Tranche B, term loan 4.25% 9/21/16 (e)                                                                 
|                                                                                                                   
|Chemicals - 2.9%                                                                                                   
|Arizona Chemical Tranche B, term loan 7.25% 12/22/17 (e)                                                           
|Ascend Performance Materials Operation LLC Tranche B, term loan 6.75% 4/10/18 (e)                                  
|Ashland, Inc. Tranche B, term loan 3.75% 8/23/18 (e)                                                               
|Celanese Holdings LLC:                                                                                             
|Revolving Credit-Linked Deposit 1.7143% 4/2/14 (e)                                                                 
|Tranche C, term loan 3.1085% 10/31/16 (e)                                                                          
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Chemicals - continued                                                                                              
|Chemtura Corp.:                                                                                                    
|term loan 5.5% 8/27/16 (e)                                                                                         
|Tranche B, term loan 5.5% 8/27/16 (e)                                                                              
|Emerald Performance Materials, LLC Tranche B, term loan 6.75% 5/11/18 (e)                                          
|General Chemical Corp. Tranche B, term loan 5.0018% 10/6/15 (e)                                                    
|Huntsman International LLC Tranche B, term loan:                                                                   
|1.76% 4/19/14 (e)                                                                                                  
|2.7948% 4/19/17 (e)                                                                                                
|INEOS U.S. Finance LLC term loan:                                                                                  
|5.5% 4/27/15 (e)                                                                                                   
|6.5% 4/27/18 (e)                                                                                                   
|Kronos Worldwide, Inc. term loan 5.75% 6/13/18 (e)                                                                 
|Millennium America/Millennium Inorganic Chemicals Ltd.:                                                            
|Tranche 1LN, term loan 2.6123% 5/15/14 (e)                                                                         
|Tranche 2LN, term loan 6.1123% 11/18/14 (e)                                                                        
|PL Propylene LLC Tranche B, term loan 7% 3/27/17 (e)                                                               
|Rockwood Specialties Group, Inc. Tranche B, term loan 3.5% 2/10/18 (e)                                             
|Styron Corp. Tranche B, term loan 8% 8/2/17 (e)                                                                    
|Taminco Global Chemical Corp. Tranche B 1LN, term loan 5.25% 2/15/19 (e)                                           
|Tronox, Inc.:                                                                                                      
|Tranche B, term loan 4.25% 2/8/18 (e)                                                                              
|Tranche DD, term loan 4.25% 8/8/18 (e)                                                                             
|                                                                                                                   
|Consumer Products - 2.1%                                                                                           
|ACCO Brands Corp. Tranche B, term loan 4.25% 3/7/19 (e)                                                            
|Jarden Corp. Tranche B, term loan 3.212% 3/31/18 (e)                                                               
|NBTY, Inc. Tranche B 1LN, term loan 4.25% 10/1/17 (e)                                                              
|Prestige Brands, Inc. Tranche B, term loan 5.2778% 1/31/19 (e)                                                     
|Revlon Consumer Products Corp. term loan 4.75% 11/19/17 (e)                                                        
|Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4.75% 9/28/18 (e)                                   
|Spectrum Brands Holdings, Inc. Tranche B, term loan 5.0184% 6/17/16 (e)                                            
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Consumer Products - continued                                                                                      
|Weight Watchers International, Inc. Tranche F, term loan 4% 3/15/19 (e)                                            
|Wilsonart LLC Tranche B, term loan 5.5% 10/24/19 (e)                                                               
|Yankee Candle Co., Inc. Tranche B, term loan 5.25% 4/2/19 (e)                                                      
|                                                                                                                   
|Containers - 0.6%                                                                                                  
|Berry Plastics Holding Corp. Tranche C, term loan 2.212% 4/3/15 (e)                                                
|BWAY Holding Co. Tranche B, term loan:                                                                             
|4.5% 8/31/17 (e)                                                                                                   
|5.25% 2/23/18 (e)                                                                                                  
|Consolidated Container Co. Tranche B, term loan 6.25% 7/3/19 (e)                                                   
|Sealed Air Corp. Tranche B, term loan 4.75% 10/3/18 (e)                                                            
|Tricorbraun, Inc. Tranche B, term loan 5.5% 4/30/18 (e)                                                            
|                                                                                                                   
|Diversified Financial Services - 1.6%                                                                              
|Delos Aircraft, Inc. Tranche T 2LN, term loan 4.75% 4/12/16 (e)                                                    
|Fly Funding II Sarl Tranche B, term loan 6.75% 8/8/18 (e)                                                          
|Flying Fortress, Inc. Tranche 3, term loan 5% 6/30/17 (e)                                                          
|Klockner Pentaplast SA Tranche B 1LN, term loan 6.75% 12/21/16 (e)                                                 
|LPL Holdings, Inc. Tranche B, term loan 4% 3/29/19 (e)                                                             
|Residential Capital LLC Tranche A 1LN, term loan 5% 12/1/13 (e)                                                    
|Sheridan Investment Partners I, LLC Tranche B 2LN, term loan 5% 10/1/19 (e)                                        
|TransUnion LLC Tranche B, term loan 5.5% 2/10/18 (e)                                                               
|Vantiv LLC Tranche B, term loan 3.75% 3/27/19 (e)                                                                  
|                                                                                                                   
|Diversified Media - 0.3%                                                                                           
|Advanstar Communications, Inc. Tranche 1LN, term loan 2.62% 5/31/14 (e)                                            
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Diversified Media - continued                                                                                      
|Lamar Media Corp. Tranche B, term loan 4% 12/31/16 (e)                                                             
|WMG Acquisition Corp. Tranche B, term loan 5.25% 10/31/18 (e)                                                      
|                                                                                                                   
|Electric Utilities - 5.0%                                                                                          
|Calpine Corp.:                                                                                                     
|Tranche B 2LN, term loan 4.5% 4/1/18 (e)                                                                           
|Tranche B 3LN, term loan 4.5% 10/9/19 (e)                                                                          
|Tranche B, term loan 4.5% 4/1/18 (e)                                                                               
|Covanta Energy Corp. Tranche B, term loan 4% 3/28/19 (e)                                                           
|Dynegy, Inc.:                                                                                                      
|(Coal) Tranche B, term loan 9.25% 8/5/16 (e)                                                                       
|(Gas) Tranche B, term loan 9.25% 8/5/16 (e)                                                                        
|EquiPower Resources Holdings LLC Tranche B 1LN, term loan 6.5% 12/21/18 (e)                                        
|Essential Power LLC Tranche B, term loan 5.5% 8/8/19 (e)                                                           
|GenOn Energy, Inc. Tranche B, term loan 6.5% 9/20/17 (e)                                                           
|NRG Energy, Inc. Tranche B, term loan 4% 7/1/18 (e)                                                                
|NSG Holdings LLC:                                                                                                  
|Credit-Linked Deposit 1.8888% 6/15/14 (e)                                                                          
|Tranche B, term loan 1.8888% 6/15/14 (e)                                                                           
|Tempus Public Foundation Generation Holdings LLC:                                                                  
|Credit-Linked Deposit 2.3623% 12/15/13 (e)                                                                         
|Tranche 2LN, term loan 4.6123% 12/15/14 (e)                                                                        
|Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.
Tranche B, term loan:
|3.7489% 10/10/14 (e)                                                                                               
|4.7489% 10/10/17 (e)                                                                                               
|The AES Corp. Tranche B, term loan 4.25% 5/27/18 (e)                                                               
|                                                                                                                   
|Energy - 1.4%                                                                                                      
|Alon USA, Inc. term loan 4.5% 8/4/13 (e)                                                                           
|CCS, Inc. Tranche B, term loan 3.212% 11/14/14 (e)                                                                 
|Chesapeake Energy Corp. term loan 8.5% 12/2/17 (e)                                                                 
|Citgo Petroleum Corp. Tranche B, term loan 8% 6/24/15 (e)                                                          
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Energy - continued                                                                                                 
|Energy Transfer Equity LP Tranche B, term loan 3.75% 3/23/17 (e)                                                   
|EP Energy LLC term loan 4.5% 4/24/19 (e)                                                                           
|Everest Acquisition LLC Tranche B1, term loan 5% 4/24/18 (e)                                                       
|LSP Madison Funding LLC Tranche 1LN, term loan 5.5% 6/28/19 (e)                                                    
|MEG Energy Corp. Tranche B, term loan 4% 3/18/18 (e)                                                               
|MRC Global, Inc. Tranche B, term loan 6.25% 10/21/19 (e)                                                           
|Panda Sherman Power, LLC term loan 9% 9/14/18 (e)                                                                  
|Plains Exploration & Production Co. term loan 6.25% 10/15/19 (e)                                                   
|Samson Investment Co. Tranche 2LN, term loan 6% 9/25/18 (e)                                                        
|Tallgrass Operations LLC Tranche B, term loan 5.25% 10/22/18 (e)                                                   
|                                                                                                                   
|Entertainment/Film - 0.3%                                                                                          
|Cinemark USA, Inc. Tranche B-2, term loan 3.4713% 4/30/16 (e)                                                      
|Regal Cinemas Corp. Tranche B, term loan 3.2424% 8/23/17 (e)                                                       
|                                                                                                                   
|Environmental - 0.4%                                                                                               
|ADS Waste Holdings, Inc. Tranche B, term loan 5.25% 10/9/19 (e)                                                    
|Progressive Waste Solution Ltd. Tranche B, term loan 5% 10/18/19 (e)                                               
|Synagro Technologies, Inc. Tranche 1LN, term loan 2.3999% 3/30/14 (e)                                              
|                                                                                                                   
|Food & Drug Retail - 1.0%                                                                                          
|Fairway Group Acquisition Co. Tranche B, term loan 8.25% 8/17/18 (e)                                               
|GNC Corp. Tranche B, term loan 3.75% 3/2/18 (e)                                                                    
|Rite Aid Corp.:                                                                                                    
|Tranche 5 LN, term loan 4.5% 3/3/18 (e)                                                                            
|Tranche ABL, term loan 1.97% 6/4/14 (e)                                                                            
|Roundy's, Inc. Tranche B, term loan 5.75% 2/13/19 (e)                                                              
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Food & Drug Retail - continued                                                                                     
|Sprouts Farmers Market LLC Tranche B, term loan 6% 4/18/18 (e)                                                     
|SUPERVALU, Inc. Tranche B, term loan 8% 8/30/18 (e)                                                                
|                                                                                                                   
|Food/Beverage/Tobacco - 1.1%                                                                                       
|AdvancePierre Foods, Inc. Tranche 2LN, term loan 9.5% 10/10/17 (e)                                                 
|B&G Foods, Inc. Tranche B, term loan 4.5% 11/30/18 (e)                                                             
|Dean Foods Co. Tranche B, term loan:                                                                               
|3.22% 4/2/16 (e)                                                                                                   
|3.47% 4/2/17 (e)                                                                                                   
|Del Monte Foods Co. Tranche B, term loan 4.5% 3/8/18 (e)                                                           
|Earthbound Holdings III LLC Tranche B, term loan 5.75% 12/21/16 (e)                                                
|JBS USA LLC Tranche B, term loan 4.25% 5/25/18 (e)                                                                 
|Michael Foods, Inc. Tranche B, term loan 4.25% 2/25/18 (e)                                                         
|OSI Restaurant Partners LLC Tranche B, term loan 4.75% 10/23/19 (e)                                                
|Pinnacle Foods Finance LLC:                                                                                        
|term loan 2.7143% 4/4/14 (e)                                                                                       
|Tranche E, term loan 4.75% 10/17/18 (e)                                                                            
|                                                                                                                   
|Gaming - 1.9%                                                                                                      
|Affinity Gaming LLC Tranche B, term loan 5.5% 11/9/17 (e)                                                          
|Ameristar Casinos, Inc. Tranche B, term loan 4% 4/14/18 (e)                                                        
|Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (e)                                          
|Harrah's Entertainment, Inc.:                                                                                      
|Tranche B1, term loan 3.2107% 1/28/15 (e)                                                                          
|Tranche B2, term loan 3.2107% 1/28/15 (e)                                                                          
|Tranche B3, term loan 3.2107% 1/28/15 (e)                                                                          
|Tranche B4, term loan 9.5% 10/31/16 (e)                                                                            
|Las Vegas Sands Corp. term loan 2.72% 11/23/15 (e)                                                                 
|Las Vegas Sands LLC:                                                                                               
|term loan 1.72% 5/23/14 (e)                                                                                        
|Tranche B, term loan:                                                                                              
|1.72% 5/23/14 (e)                                                                                                  
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Gaming - continued                                                                                                 
|Las Vegas Sands LLC: - continued                                                                                   
|Tranche B, term loan: - continued                                                                                  
|2.72% 11/23/16 (e)                                                                                                 
|Tranche I, term loan 2.72% 11/23/16 (e)                                                                            
|Motor City Casino Tranche B, term loan 6% 3/1/17 (e)                                                               
|NP Opco, LLC Tranche B, term loan 5.5% 9/28/19 (e)                                                                 
|Penn National Gaming, Inc. Tranche B, term loan 3.75% 7/14/18 (e)                                                  
|Pinnacle Entertainment, Inc. Tranche B, term loan 4% 3/19/19 (e)                                                   
|Station Casinos LLC Tranche B 2LN, term loan 4.21% 6/16/16 (e)                                                     
|                                                                                                                   
|Healthcare - 15.5%                                                                                                 
|Alere, Inc. Tranche B 2LN, term loan 4.75% 6/30/17 (e)                                                             
|Alkermes, Inc. term loan:                                                                                          
|4% 9/25/16 (e)                                                                                                     
|4.5% 9/25/19 (e)                                                                                                   
|Assuramed Holding, Inc. Tranche B 1LN, term loan 5.5% 10/17/19 (e)                                                 
|Bausch & Lomb, Inc.:                                                                                               
|Tranche B, term loan 5.25% 5/18/19 (e)                                                                             
|Tranche DD, term loan 4.75% 6/30/15 (e)                                                                            
|Biomet, Inc. term loan:                                                                                            
|3.347% 3/25/15 (e)                                                                                                 
|3.9607% 7/25/17 (e)                                                                                                
|Carestream Health, Inc. term loan 5% 2/25/17 (e)                                                                   
|Community Health Systems, Inc. term loan 3.9212% 1/25/17 (e)                                                       
|ConvaTec, Inc. term loan 5.25% 12/22/16 (e)                                                                        
|DaVita, Inc.:                                                                                                      
|Tranche A, term loan 2.72% 10/20/15 (e)                                                                            
|Tranche B 2LN, term loan 4% 8/21/19 (e)                                                                            
|Tranche B, term loan 4.5% 10/20/16 (e)                                                                             
|Drumm Investors LLC Tranche B, term loan 5% 5/4/18 (e)                                                             
|Emergency Medical Services Corp. Tranche B, term loan 5.25% 5/25/18 (e)                                            
|Endo Pharmaceuticals Holdings, Inc. Tranche B, term loan 4% 6/17/18 (e)                                            
|Fresenius SE & Co. KGaA:                                                                                           
|Tranche D 1LN, term loan 3.5% 9/10/14 (e)                                                                          
|Tranche D 2LN, term loan 3.5% 9/10/14 (e)                                                                          
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Healthcare - continued                                                                                             
|Grifols, Inc. Tranche B, term loan 4.5% 6/1/17 (e)                                                                 
|Hanger, Inc. Tranche C, term loan 4.0103% 12/1/16 (e)                                                              
|HCA, Inc.:                                                                                                         
|Tranche A 3LN, term loan 3.462% 2/2/16 (e)                                                                         
|Tranche B2, term loan 3.6123% 3/31/17 (e)                                                                          
|HCR Healthcare LLC Tranche B, term loan 5% 4/16/18 (e)                                                             
|Health Management Associates, Inc. Tranche B, term loan 4.5% 11/18/18 (e)                                          
|Hologic, Inc. Tranche B, term loan 4.5% 8/1/19 (e)                                                                 
|IASIS Healthcare LLC Tranche B, term loan 5% 5/3/18 (e)                                                            
|IMS Health, Inc. Tranche B, term loan 4.5% 8/26/17 (e)                                                             
|Kinetic Concepts, Inc. Tranche B-1, term loan 7% 5/4/18 (e)                                                        
|Par Pharmaceutical Companies, Inc. Tranche B, term loan 5% 9/28/19 (e)                                             
|Pharmaceutical Product Development, Inc. Tranche B, term loan 6.25% 12/5/18 (e)                                    
|Quintiles Transnational Corp.:                                                                                     
|Tranche B 1LN, term loan 4.5% 6/8/18 (e)                                                                           
|Tranche B, term loan 5% 6/8/18 (e)                                                                                 
|Rural/Metro Corp. Tranche B, term loan 5.75% 6/30/18 (e)                                                           
|Sheridan Healthcare, Inc.:                                                                                         
|Tranche 1LN, term loan 6% 6/29/18 (e)                                                                              
|Tranche 2LN, term loan 9% 6/29/19 (e)                                                                              
|Skilled Healthcare Group, Inc. term loan 6.75% 4/9/16 (e)                                                          
|Sun Healthcare Group, Inc. Tranche B, term loan 8.75% 10/18/16 (e)                                                 
|Team Health, Inc. Tranche B, term loan 3.75% 6/29/18 (e)                                                           
|Universal Health Services, Inc.:                                                                                   
|term loan 3.75% 11/15/16 (e)                                                                                       
|Tranche A, term loan 2.1573% 11/15/15 (e)                                                                          
|Valeant Pharmaceuticals International Tranche B, term loan:                                                        
|9/16/19                                                                                                            
|4.25% 2/13/19 (e)                                                                                                  
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Healthcare - continued                                                                                             
|Vanguard Health Holding Co. II LLC Tranche B, term loan 5% 1/29/16 (e)                                             
|VWR Funding, Inc. term loan 2.712% 6/29/14 (e)                                                                     
|                                                                                                                   
|Homebuilders/Real Estate - 1.3%                                                                                    
|Capital Automotive LP term loan 5.25% 3/11/17 (e)                                                                  
|CB Richard Ellis Group, Inc.:                                                                                      
|Tranche A, term loan 2.4607% 11/9/15 (e)                                                                           
|Tranche B, term loan 3.4607% 11/9/16 (e)                                                                           
|CB Richard Ellis Services, Inc.:                                                                                   
|Tranche C, term loan 3.462% 3/4/18 (e)                                                                             
|Tranche D, term loan 3.7208% 9/4/19 (e)                                                                            
|RE/MAX LLC term loan 5.5% 4/14/16 (e)                                                                              
|Realogy Corp.:                                                                                                     
|Credit-Linked Deposit 3.2143% 10/10/13 (e)                                                                         
|Credit-Linked Deposit 4.4643% 10/10/16 (e)                                                                         
|term loan 4.464% 10/10/16 (e)                                                                                      
|                                                                                                                   
|Insurance - 0.8%                                                                                                   
|Asurion Corp.:                                                                                                     
|Tranche 1st LN, term loan 5.5% 5/24/18 (e)                                                                         
|Tranche 2nd LN, term loan 9% 5/24/19 (e)                                                                           
|CNO Financial Group, Inc.:                                                                                         
|Tranche B 1LN, term loan 4.25% 9/28/16 (e)                                                                         
|Tranche B 2LN, term loan 5% 9/28/18 (e)                                                                            
|USI Holdings Corp.:                                                                                                
|Tranche B, term loan 2.72% 5/4/14 (e)                                                                              
|Tranche D, term loan 5.75% 5/4/14 (e)                                                                              
|                                                                                                                   
|Leisure - 0.8%                                                                                                     
|Cedar Fair LP Tranche B, term loan 4% 12/15/17 (e)                                                                 
|FGI Operating Co., LLC term loan 5.5% 4/19/19 (e)                                                                  
|SeaWorld Parks & Entertainment, Inc. term loan 4% 8/17/17 (e)                                                      
|Six Flags, Inc. Tranche B, term loan 4.25% 12/20/18 (e)                                                            
|                                                                                                                   
|Metals/Mining - 1.6%                                                                                               
|Arch Coal, Inc. Tranche B, term loan 5.75% 5/16/18 (e)                                                             
|Fairmount Minerals Ltd. Tranche B, term loan 5.25% 3/15/17 (e)                                                     
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Metals/Mining - continued                                                                                          
|Novelis, Inc. Tranche B, term loan 4% 3/10/17 (e)                                                                  
|Oxbow Carbon LLC Tranche B 1LN, term loan 3.712% 5/8/16 (e)                                                        
|SunCoke Energy, Inc. Tranche B, term loan 4% 7/26/18 (e)                                                           
|Walter Energy, Inc.:                                                                                               
|Tranche A, term loan 3.4111% 4/1/16 (e)                                                                            
|Tranche B, term loan 4% 4/1/18 (e)                                                                                 
|                                                                                                                   
|Paper - 0.0%                                                                                                       
|Bear Island Paper Co. LLC Tranche B 2LN, term loan 12% 9/13/17                                                     
|Publishing/Printing - 0.9%                                                                                         
|Cenveo Corp. Tranche B, term loan 6.625% 12/21/16 (e)                                                              
|Dex Media East LLC term loan 2.8589% 10/24/14 (e)                                                                  
|Dex Media West LLC/Dex Media West Finance Co. term loan 7.25% 10/24/14 (e)                                         
|Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (e)                                                         
|Houghton Mifflin Harcourt Publishing Co. term loan 7.25% 5/22/18 (e)                                               
|Quad/Graphics, Inc. Tranche B, term loan 4% 7/26/18 (e)                                                            
|Thomson Learning Tranche B, term loan 2.47% 7/5/14 (e)                                                             
|                                                                                                                   
|Restaurants - 0.9%                                                                                                 
|Burger King Corp. Tranche B, term loan 3.75% 9/28/19 (e)                                                           
|DineEquity, Inc. Tranche B 1LN, term loan 4.25% 10/19/17 (e)                                                       
|Dunkin Brands, Inc. Tranche B2, term loan 4% 11/23/17 (e)                                                          
|Focus Brands, Inc. Tranche B 1LN, term loan 6.2774% 2/21/18 (e)                                                    
|Landry's Restaurants, Inc. Tranche B, term loan 6.5% 4/24/18 (e)                                                   
|NPC International, Inc. Tranche B, term loan 5.25% 12/28/18 (e)                                                    
|Wok Acquisition Corp. Tranche B, term loan 6.25% 6/22/19 (e)                                                       
|                                                                                                                   
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Services - 3.1%                                                                                                    
|Allied Security Holdings LLC Tranche B 1LN, term loan 5.25% 2/4/17 (e)                                             
|ARAMARK Corp.:                                                                                                     
|Credit-Linked Deposit 2.1208% 1/26/14 (e)                                                                          
|Credit-Linked Deposit 3.4643% 7/26/16 (e)                                                                          
|Tranche B, term loan 3.462% 7/26/16 (e)                                                                            
|Tranche C, term loan 3.5671% 7/26/16 (e)                                                                           
|3.4643% 7/26/16 (e)                                                                                                
|Brickman Group Holdings, Inc. Tranche B 1LN, term loan 5.5% 10/14/16 (e)                                           
|Hertz Corp. Tranche B, term loan:                                                                                  
|3.75% 3/11/18 (e)                                                                                                  
|3.75% 3/11/18 (e)                                                                                                  
|Interactive Data Corp. Tranche B, term loan 4.5% 2/11/18 (e)                                                       
|KAR Auction Services, Inc. Tranche B, term loan 5% 5/19/17 (e)                                                     
|Sedgwick CMS Holdings, Inc. Tranche B 1LN, term loan 5% 12/31/16 (e)                                               
|ServiceMaster Co.:                                                                                                 
|term loan 2.71% 7/24/14 (e)                                                                                        
|Tranche B2, term loan 4.46% 1/31/17 (e)                                                                            
|Tranche DD, term loan 2.71% 7/24/14 (e)                                                                            
|SymphonyIRI Group, Inc. Tranche B, term loan 5% 12/1/17 (e)                                                        
|The Geo Group, Inc.:                                                                                               
|Tranche A 2LN, term loan 3.0011% 8/4/15 (e)                                                                        
|Tranche A 3LN, term loan 2.97% 8/4/15 (e)                                                                          
|Tranche B, term loan 3.75% 8/4/16 (e)                                                                              
|U.S. Foodservice Tranche B, term loan 2.71% 7/3/14 (e)                                                             
|West Corp. Tranche B 6LN, term loan 5.75% 6/30/18 (e)                                                              
|                                                                                                                   
|Shipping - 0.2%                                                                                                    
|Ozburn Hessey Holding Co. LLC Tranche 2LN, term loan 11.5% 10/8/16 (e)                                             
|Swift Transportation Co. LLC Tranche B-2, term loan 5% 12/21/17 (e)                                                
|                                                                                                                   
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Specialty Retailing - 0.3%                                                                                         
|Michaels Stores, Inc.:                                                                                             
|Tranche B1, term loan 2.6875% 10/31/13 (e)                                                                         
|Tranche B2, term loan 4.9117% 7/31/16 (e)                                                                          
|                                                                                                                   
|Steel - 0.9%                                                                                                       
|Fortescue Metals Group Ltd. Tranche B, term loan 5.25% 10/18/17 (e)                                                
|JMC Steel Group, Inc. term loan 4.75% 4/1/17 (e)                                                                   
|                                                                                                                   
|Super Retail - 2.6%                                                                                                
|Academy Ltd. Tranche B, term loan 6% 8/3/18 (e)                                                                    
|Bass Pro Shops LLC. Tranche B, term loan 5.25% 6/13/17 (e)                                                         
|BJ's Wholesale Club, Inc.:                                                                                         
|Tranche 1LN, term loan 5.75% 9/26/19 (e)                                                                           
|Tranche 2LN, term loan 9.75% 3/26/20 (e)                                                                           
|Dollar General Corp.:                                                                                              
|Tranche B1, term loan 2.962% 7/6/14 (e)                                                                            
|Tranche B2, term loan 2.962% 7/6/14 (e)                                                                            
|Tranche C, term loan 2.962% 7/6/17 (e)                                                                             
|Evergreen Acquisition Co. Tranche C, term loan 5% 7/20/19 (e)                                                      
|Gymboree Corp. term loan 5% 2/23/18 (e)                                                                            
|J. Crew Group, Inc. Tranche B, term loan 4.75% 3/7/18 (e)                                                          
|Neiman Marcus Group, Inc. Tranche B, term loan 4.75% 5/16/18 (e)                                                   
|Party City Corp. Tranche B, term loan 5.75% 7/27/19 (e)                                                            
|PETCO Animal Supplies, Inc. term loan 4.5% 11/24/17 (e)                                                            
|Pilot Travel Centers LLC:                                                                                          
|Tranche B 2LN, term loan 4.25% 8/7/19 (e)                                                                          
|Tranche B, term loan 3.75% 3/30/18 (e)                                                                             
|Serta Simmons Holdings, LLC Tranche B, term loan 5.4334% 10/1/19 (e)                                               
|Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (e)                                                      
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Super Retail - continued                                                                                           
|Toys 'R' Us, Inc.:                                                                                                 
|term loan 6% 9/1/16 (e)                                                                                            
|Tranche B2, term loan 5.25% 5/25/18 (e)                                                                            
|                                                                                                                   
|Technology - 7.2%                                                                                                  
|Avaya, Inc.:                                                                                                       
|term loan 3.1769% 10/27/14 (e)                                                                                     
|Tranche B 3LN, term loan 4.9269% 10/26/17 (e)                                                                      
|CDW Corp. Tranche B, term loan:                                                                                    
|3.714% 10/10/14 (e)                                                                                                
|4% 7/15/17 (e)                                                                                                     
|Ceridian Corp. Tranche B, term loan 5.964% 5/10/17 (e)                                                             
|Datatel, Inc. Tranche B, term loan 6.25% 7/19/18 (e)                                                               
|Fidelity National Information Services, Inc. Tranche A 2LN, term loan 2.461% 7/18/14 (e)                           
|First Data Corp.:                                                                                                  
|term loan 4.2107% 3/24/18 (e)                                                                                      
|Tranche 1LN, term loan 5.2107% 9/24/18 (e)                                                                         
|Tranche B1, term loan 2.9607% 9/24/14 (e)                                                                          
|Tranche B2, term loan 2.9607% 9/24/14 (e)                                                                          
|Tranche B3, term loan 2.9607% 9/24/14 (e)                                                                          
|Tranche D, term loan 5.2107% 3/24/17 (e)                                                                           
|Flextronics International Ltd.:                                                                                    
|Tranche B A1, term loan 2.462% 10/1/14 (e)                                                                         
|Tranche B A2, term loan 2.462% 10/1/14 (e)                                                                         
|Tranche B A3, term loan 2.462% 10/1/14 (e)                                                                         
|Tranche B-A, term loan 2.462% 10/1/14 (e)                                                                          
|Freescale Semiconductor, Inc. term loan 4.4645% 12/1/16 (e)                                                        
|Generac Power Systems, Inc. Tranche B, term loan 6.25% 5/30/18 (e)                                                 
|Genpact Ltd. Tranche B, term loan 4.25% 8/30/19 (e)                                                                
|Kronos, Inc. Tranche B 1LN, term loan 5.5% 10/24/19 (e)                                                            
|Lawson Software, Inc.:                                                                                             
|Tranche B 1LN, term loan 5.75% 10/5/16 (e)                                                                         
|Tranche B 2LN, term loan 5.25% 4/5/18 (e)                                                                          
|NXP BV:                                                                                                            
|term loan 4.5% 3/4/17 (e)                                                                                          
|Tranche A 2LN, term loan 5.5% 3/4/17 (e)                                                                           
|Tranche A6, term loan 5.25% 3/19/19 (e)                                                                            
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Technology - continued                                                                                             
|Reynolds & Reynolds Co. Tranche B, term loan 3.75% 4/21/18 (e)                                                     
|Rovi Corp. Tranche A, term loan 2.72% 2/7/16 (e)                                                                   
|Sensata Technologies BV Tranche B, term loan 4% 5/12/18 (e)                                                        
|Spansion, Inc. term loan 4.75% 2/9/15 (e)                                                                          
|SunGard Data Systems, Inc.:                                                                                        
|term loan 3.9027% 2/28/16 (e)                                                                                      
|Tranche B, term loan 3.711% 2/28/14 (e)                                                                            
|Tranche C, term loan 3.9685% 2/28/17 (e)                                                                           
|Syniverse Holdings, Inc. Tranche B, term loan 5% 4/23/19 (e)                                                       
|                                                                                                                   
|Telecommunications - 6.7%                                                                                          
|Consolidated Communications, Inc. term loan 2.72% 12/31/14 (e)                                                     
|Cricket Communications, Inc. Tranche B, term loan 4.75% 10/10/19 (e)                                               
|Crown Castle Operating Co. Tranche B, term loan 4% 1/31/19 (e)                                                     
|Digicel International Finance Ltd. Tranche D 1LN, term loan 3.875% 3/31/17 (e)                                     
|FairPoint Communications, Inc. term loan 6.5% 1/24/16 (e)                                                          
|Genesys SA Tranche B, term loan 6.75% 1/31/19 (e)                                                                  
|Intelsat Jackson Holdings SA:                                                                                      
|term loan 3.214% 2/1/14 (e)                                                                                        
|Tranche B, term loan 4.5% 4/2/18 (e)                                                                               
|Level 3 Financing, Inc.:                                                                                           
|Tranche B 2LN, term loan 4.75% 8/1/19 (e)                                                                          
|Tranche B, term loan:                                                                                              
|4.75% 2/1/16 (e)                                                                                                   
|5.25% 8/1/19 (e)                                                                                                   
|MetroPCS Wireless, Inc.:                                                                                           
|Tranche B 3LN, term loan 4% 3/17/18 (e)                                                                            
|Tranche B, term loan 4.071% 11/3/16 (e)                                                                            
|NTELOS, Inc. Tranche B, term loan 4% 8/7/15 (e)                                                                    
|SBA Senior Finance II, LLC term loan 3.75% 9/28/19 (e)                                                             
|Telesat Holding, Inc. Tranche B, term loan 4.25% 3/28/19 (e)                                                       
|Time Warner Telecom, Inc. Tranche B, term loan 3.47% 12/30/16 (e)                                                  
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Telecommunications - continued                                                                                     
|Vodafone Americas Finance 2, Inc.:                                                                                 
|2nd LN, term loan 6.25% 6/24/16 pay-in-kind                                                                        
|term loan 6.875% 8/11/15                                                                                           
|Windstream Corp.:                                                                                                  
|Tranche B 3LN, term loan 4% 8/8/19 (e)                                                                             
|Tranche B1, term loan 1.8968% 7/17/13 (e)                                                                          
|Tranche B2, term loan 3.1468% 12/17/15 (e)                                                                         
|                                                                                                                   
|Textiles & Apparel - 0.4%                                                                                          
|Levi Strauss & Co. term loan 2.4645% 4/4/14 (e)                                                                    
|Phillips-Van Heusen Corp.:                                                                                         
|term loan 2.68% 1/31/16 (e)                                                                                        
|Tranche B, term loan 3.5% 5/6/16 (e)                                                                               
|Warnaco, Inc. Tranche B, term loan 3.75% 6/17/18 (e)                                                               
|                                                                                                                   
|TOTAL FLOATING RATE LOANS
(Cost $8,157,023)                                                                        
|Nonconvertible Bonds - 10.5%                                                                                       
|                                                                                                                   
|Air Transportation - 0.1%                                                                                          
|Continental Airlines, Inc. 3.5433% 6/2/13 (e)                                                                      
|Continental Airlines, Inc. 9.25% 5/10/17                                                                           
|Delta Air Lines, Inc. 9.5% 9/15/14 (c)                                                                             
|United Air Lines, Inc. 9.875% 8/1/13 (c)                                                                           
|                                                                                                                   
|Automotive - 0.6%                                                                                                  
|Delphi Corp. 5.875% 5/15/19                                                                                        
|General Motors Acceptance Corp. 2.6183% 12/1/14 (e)                                                                
|General Motors Financial Co., Inc. 4.75% 8/15/17 (c)                                                               
|                                                                                                                   
|Banks & Thrifts - 1.3%                                                                                             
|Ally Financial, Inc.:                                                                                              
|3.6375% 2/11/14 (e)                                                                                                
|4.625% 6/26/15                                                                                                     
|Bank of America Corp. 1.7333% 1/30/14 (e)                                                                          
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Banks & Thrifts - continued                                                                                        
|GMAC LLC 2.6183% 12/1/14 (e)                                                                                       
|Regions Financial Corp. 5.75% 6/15/15                                                                              
|                                                                                                                   
|Broadcasting - 0.3%                                                                                                
|Clear Channel Communications, Inc. 9% 12/15/19 (c)                                                                 
|Sirius XM Radio, Inc. 5.25% 8/15/22 (c)                                                                            
|Starz LLC/Starz Finance Corp. 5% 9/15/19 (c)                                                                       
|Univision Communications, Inc. 6.75% 9/15/22 (c)                                                                   
|                                                                                                                   
|Building Materials - 0.1%                                                                                          
|Nortek, Inc. 8.5% 4/15/21 (c)                                                                                      
|Cable TV - 0.1%                                                                                                    
|Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625% 11/15/17 (c)                                      
|Virgin Media Finance PLC 4.875% 2/15/22                                                                            
|                                                                                                                   
|Capital Goods - 0.0%                                                                                               
|Shale-Inland Holdings LLC/Shale-Inland Finance Corp. 8.75% 11/15/19 (c)(d)                                         
|Chemicals - 0.1%                                                                                                   
|Georgia Gulf Corp. 9% 1/15/17 (c)                                                                                  
|LyondellBasell Industries NV 6% 11/15/21                                                                           
|Nufarm Australia Ltd. 6.375% 10/15/19 (c)                                                                          
|                                                                                                                   
|Consumer Products - 0.1%                                                                                           
|Libbey Glass, Inc. 6.875% 5/15/20 (c)                                                                              
|Reddy Ice Corp. 11.25% 3/15/15                                                                                     
|Spectrum Brands Holdings, Inc. 9.5% 6/15/18 (c)                                                                    
|                                                                                                                   
|Containers - 1.3%                                                                                                  
|Ardagh Packaging Finance PLC 7.375% 10/15/17 (c)                                                                   
|Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc. 7.375% 10/15/17 (c)                                    
|Berry Plastics Corp.:                                                                                              
|5.0903% 2/15/15 (e)                                                                                                
|8.25% 11/15/15                                                                                                     
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Containers - continued                                                                                             
|Crown Americas LLC/Capital Corp. II 7.625% 5/15/17                                                                 
|Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg)
SA 5.75% 10/15/20 (c)     
|                                                                                                                   
|Diversified Financial Services - 1.4%                                                                              
|CIT Group, Inc.:                                                                                                   
|4.75% 2/15/15 (c)                                                                                                  
|5% 5/15/17                                                                                                         
|5.25% 4/1/14 (c)                                                                                                   
|International Lease Finance Corp.:                                                                                 
|4.875% 4/1/15                                                                                                      
|5.625% 9/20/13                                                                                                     
|5.875% 5/1/13                                                                                                      
|6.25% 5/15/19                                                                                                      
|6.375% 3/25/13                                                                                                     
|SLM Corp.:                                                                                                         
|0.6153% 1/27/14 (e)                                                                                                
|4.625% 9/25/17                                                                                                     
|                                                                                                                   
|Diversified Media - 0.3%                                                                                           
|Clear Channel Worldwide Holdings, Inc.:                                                                            
|Series A, 9.25% 12/15/17                                                                                           
|Series B, 9.25% 12/15/17                                                                                           
|                                                                                                                   
|Electric Utilities - 0.8%                                                                                          
|Calpine Construction Finance Co. LP 8% 6/1/16 (c)                                                                  
|Energy Future Holdings Corp. 10% 1/15/20                                                                           
|Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:                       
|10% 12/1/20                                                                                                        
|11.75% 3/1/22 (c)                                                                                                  
|NRG Energy, Inc. 6.625% 3/15/23 (c)                                                                                
|The AES Corp. 7.75% 3/1/14                                                                                         
|                                                                                                                   
|Energy - 0.2%                                                                                                      
|Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp. 6.625% 10/1/20 (c)                                         
|Continental Resources, Inc. 7.125% 4/1/21                                                                          
|Drill Rigs Holdings, Inc. 6.5% 10/1/17 (c)                                                                         
|Stone Energy Corp. 7.5% 11/15/22 (d)                                                                               
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Energy - continued                                                                                                 
|Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375% 8/1/22 (c)                               
|Tesoro Corp. 4.25% 10/1/17                                                                                         
|                                                                                                                   
|Environmental - 0.0%                                                                                               
|Clean Harbors, Inc. 5.25% 8/1/20 (c)                                                                               
|Gaming - 0.0%                                                                                                      
|Ameristar Casinos, Inc. 7.5% 4/15/21 (c)                                                                           
|Healthcare - 0.5%                                                                                                  
|Community Health Systems, Inc. 5.125% 8/15/18                                                                      
|DaVita, Inc. 5.75% 8/15/22                                                                                         
|Health Management Associates, Inc. 7.375% 1/15/20                                                                  
|Tenet Healthcare Corp.:                                                                                            
|4.75% 6/1/20 (c)                                                                                                   
|8.875% 7/1/19                                                                                                      
|                                                                                                                   
|Insurance - 0.0%                                                                                                   
|CNO Financial Group, Inc. 6.375% 10/1/20 (c)                                                                       
|Metals/Mining - 0.3%                                                                                               
|CONSOL Energy, Inc. 8% 4/1/17                                                                                      
|FMG Resources (August 2006) Pty Ltd. 7% 11/1/15 (c)                                                                
|Peabody Energy Corp. 6% 11/15/18                                                                                   
|                                                                                                                   
|Paper - 0.1%                                                                                                       
|AbitibiBowater, Inc. 10.25% 10/15/18                                                                               
|Boise Cascade LLC/Boise Cascade Finance Corp. 6.375% 11/1/20 (c)                                                   
|P.H. Glatfelter Co. 5.375% 10/15/20 (c)                                                                            
|Verso Paper Holdings LLC/Verso Paper, Inc. 11.75% 1/15/19 (c)                                                      
|                                                                                                                   
|Services - 0.4%                                                                                                    
|ARAMARK Corp. 3.9446% 2/1/15 (e)                                                                                   
|Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 2.9345% 5/15/14 (e)                                           
|Laureate Education, Inc. 9.25% 9/1/19 (c)(d)                                                                       
|TransUnion Holding Co., Inc. 9.625% 6/15/18 pay-in-kind (e)                                                        
|United Rentals North America, Inc. 6.125% 6/15/23                                                                  
|                                                                                                                   
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Shipping - 0.1%                                                                                                    
|Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17                               
|Ultrapetrol (Bahamas) Ltd. 9% 11/24/14                                                                             
|                                                                                                                   
|Super Retail - 0.1%                                                                                                
|Dollar General Corp. 4.125% 7/15/17                                                                                
|Sally Holdings LLC 5.75% 6/1/22                                                                                    
|                                                                                                                   
|Technology - 0.5%                                                                                                  
|First Data Corp. 6.75% 11/1/20 (c)                                                                                 
|NCR Corp. 5% 7/15/22 (c)                                                                                           
|NXP BV/NXP Funding LLC 3.0903% 10/15/13 (e)                                                                        
|                                                                                                                   
|Telecommunications - 1.8%                                                                                          
|Cequel Communications Escrow 1 LLC/Cequel Communications Escrow Capital Corp. 6.375%
9/15/20 (c)                   
|Intelsat Jackson Holdings SA 6.625% 12/15/22 (c)                                                                   
|iPCS, Inc.:                                                                                                        
|2.5696% 5/1/13 (e)                                                                                                 
|3.7159% 5/1/14 pay-in-kind (e)                                                                                     
|Qwest Corp. 3.6388% 6/15/13 (e)                                                                                    
|Sprint Capital Corp. 6.875% 11/15/28                                                                               
|Sprint Nextel Corp. 9% 11/15/18 (c)                                                                                
|Telesat Canada/Telesat LLC 6% 5/15/17 (c)                                                                          
|                                                                                                                   
|TOTAL NONCONVERTIBLE BONDS
(Cost $1,076,563)                                                                       

|Common Stocks - 0.2%                                   
|-------------------------------------------------------
|                                                       
|Broadcasting - 0.0%                                    
|Cumulus Media, Inc. Class A (a)                        
|ION Media Networks, Inc. (a)                           
|                                                       
|Chemicals - 0.2%                                       
|LyondellBasell Industries NV Class A                   
|Diversified Financial Services - 0.0%                  
|Newhall Holding Co. LLC Class A (a)                    
|Common Stocks - continued                              
|                                                       
|Electric Utilities - 0.0%                              
|Calpine Corp. (a)                                      
|Entertainment/Film - 0.0%                              
|Metro-Goldwyn-Mayer, Inc. (a)                          
|Hotels - 0.0%                                          
|Tropicana Las Vegas Hotel & Casino, Inc. Class A (a)   
|Paper - 0.0%                                           
|White Birch Cayman Holdings Ltd.                       
|Publishing/Printing - 0.0%                             
|HMH Holdings, Inc. warrants 6/22/19 (a)(g)             
|Telecommunications - 0.0%                              
|FairPoint Communications, Inc. (a)                     
|TOTAL COMMON STOCKS
(Cost $18,466)                     
|Other - 0.0%                                           
|                                                       
|Other - 0.0%                                           
|Idearc, Inc. Claim (a)
(Cost $0)                       
|Money Market Funds - 13.6%                             
|                                                       
|Fidelity Cash Central Fund, 0.19% (b)
(Cost $1,447,930)
|TOTAL INVESTMENT PORTFOLIO - 101.9%
(Cost $10,699,982) 
|NET OTHER ASSETS (LIABILITIES) - (1.9)%                
|NET ASSETS - 100%                                      

|Legend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)	Non-income producing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)	Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized
seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In
addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm,
are available on the SEC's website or upon request.
|(c)	Security 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 $347,319,000 or 3.3% of net assets.                                                                                                                                                                                                                    
|(d)	Security or a portion of the security purchased on a delayed delivery or when-issued basis.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(e)	Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.                                                                                                                                                                                                                                                                                                                                                                                                                              
|(f)	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 $730,000 and $730,000, respectively. The coupon rate will be determined at time of settlement.                                                                                                                                                                                                                                                          
|(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 $103,000 or 0.0% of net assets.                                                                                                                                                                                                                                                                       
|Additional information on each restricted holding is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|Security                            | Acquisition Date | Acquisition Cost (000s)
|----------------------------------- | ---------------- | -----------------------
|HMH Holdings, Inc. warrants 6/22/19 | 6/22/12          | $	26                   

|(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 | $	1,819                             

|Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or
methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation
inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial
Statements.

|Valuation Inputs at Reporting Date:
|-----------------------------------
|Description
(Amounts in thousands) 
|Investments in Securities:         
|Equities:                          
|Consumer Discretionary             
|Financials                         
|Materials                          
|Telecommunication Services         
|Utilities                          
|Floating Rate Loans                
|Corporate Bonds                    
|Other                              
|Money Market Funds                 
|Total Investments in Securities:   

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, 2012
|------------------------------------------------------------------------------------------------------ | ----------------
|                                                                                                       |                 
|Assets                                                                                                 |                 
|Investment in securities, at value - See accompanying schedule:
Unaffiliated issuers (cost $9,252,052) | $	9,358,469     
|Fidelity Central Funds (cost $1,447,930)                                                               | 1,447,930       
|Total Investments (cost $10,699,982)                                                                   |                 
|Cash                                                                                                   |                 
|Receivable for investments sold                                                                        |                 
|Receivable for fund shares sold                                                                        |                 
|Interest receivable                                                                                    |                 
|Distributions receivable from Fidelity Central Funds                                                   |                 
|Other receivables                                                                                      |                 
|Total assets                                                                                           |                 
|                                                                                                       |                 
|Liabilities                                                                                            |                 
|Payable for investments purchased 
Regular delivery                                                    | $	457,238       
|Delayed delivery                                                                                       | 8,945           
|Payable for fund shares redeemed                                                                       | 16,918          
|Distributions payable                                                                                  | 6,935           
|Accrued management fee                                                                                 | 4,961           
|Distribution and service plan fees payable                                                             | 1,007           
|Other affiliated payables                                                                              | 1,318           
|Other payables and accrued expenses                                                                    | 160             
|Total liabilities                                                                                      |                 
|                                                                                                       |                 
|Net Assets                                                                                             |                 
|Net Assets consist of:                                                                                 |                 
|Paid in capital                                                                                        |                 
|Undistributed net investment income                                                                    |                 
|Accumulated undistributed net realized gain (loss) on investments                                      |                 
|Net unrealized appreciation (depreciation) on investments                                              |                 
|Net Assets                                                                                             |                 

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, 2012
|------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                                      |                 
|Calculation of Maximum Offering PriceClass A:
Net Asset Value and redemption price per share  ($1,304,994 ÷ 131,222 shares)           |                 
|                                                                                                                                      |                 
|Maximum offering price per share (100/97.25 of $9.94)                                                                                 |                 
|Class T:
Net Asset Value and redemption price per share ($240,753 ÷ 24,242 shares)                                                    |                 
|                                                                                                                                      |                 
|Maximum offering price per share (100/97.25 of $9.93)                                                                                 |                 
|Class B:
Net Asset Value and offering price per share ($24,318 ÷ 2,449 shares)A                                                       |                 
|                                                                                                                                      |                 
|Class C:
Net Asset Value and offering price per share ($806,133 ÷ 81,077 shares)A                                                     |                 
|                                                                                                                                      |                 
|Fidelity Floating Rate High Income Fund:
Net Asset Value, offering price and redemption price per share ($5,720,469 ÷ 575,952 shares) |                 
|                                                                                                                                      |                 
|Institutional Class:
Net Asset Value, offering price and redemption price per share ($2,510,223 ÷ 252,923 shares)                     |                 

ARedemption 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, 2012
|----------------------------------------------------------------------------- | ---------------------------
|                                                                              |                            
|Investment Income                                                             |                            
|Dividends                                                                     |                            
|Interest                                                                      |                            
|Income from Fidelity Central Funds                                            |                            
|Total income                                                                  |                            
|                                                                              |                            
|Expenses                                                                      |                            
|Management fee                                                                | $	57,371                   
|Transfer agent fees                                                           | 13,894                     
|Distribution and service plan fees                                            | 12,417                     
|Accounting fees and expenses                                                  | 1,577                      
|Custodian fees and expenses                                                   | 136                        
|Independent trustees' compensation                                            | 67                         
|Registration fees                                                             | 344                        
|Audit                                                                         | 163                        
|Legal                                                                         | 36                         
|Miscellaneous                                                                 | 123                        
|Total expenses before reductions                                              | 86,128                     
|Expense reductions                                                            | (15)                       
|Net investment income (loss)                                                  |                            
|Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:              |                            
|Investment securities:                                                        |                            
|Unaffiliated issuers                                                          |                            
|Change in net unrealized appreciation (depreciation) on investment securities |                            
|Net gain (loss)                                                               |                            
|Netincrease (decrease) in net assets resulting from operations                |                            

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,
2012 | Year ended
October 31,
2011
|------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ---------------------------
|Increase (Decrease) in Net Assets                                                                                                           |                             |                            
|Operations                                                                                                                                  |                             |                            
|Net investment income (loss)                                                                                                                | $	366,256                   | $	346,197                  
|Net realized gain (loss)                                                                                                                    | 23,583                      | 42,915                     
|Change in net unrealized appreciation (depreciation)                                                                                        | 177,284                     | (245,127)                  
|Netincrease (decrease) in net assets resulting
from operations                                                                              | 567,123                     | 143,985                    
|Distributions to shareholders from net investment income                                                                                    | (350,713)                   | (309,951)                  
|Share transactions - net increase (decrease)                                                                                                | 256,075                     | 3,623,748                  
|Redemption fees                                                                                                                             | 419                         | 1,302                      
|Total increase (decrease) in net assets                                                                                                     | 472,904                     | 3,459,084                  
|                                                                                                                                            |                             |                            
|Net Assets                                                                                                                                  |                             |                            
|Beginning of period                                                                                                                         | 10,133,986                  | 6,674,902                  
|End of period (including undistributed net investment income of $141,371 and undistributed
net investment income of $129,183, respectively) | $	10,606,890                | $	10,133,986               

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

Annual Report

## Financial Highlights - Class A

|Years ended October 31,                    | 2012    | 2011    | 2010    | 2009   | 2008    
|------------------------------------------ | ------- | ------- | ------- | ------ | --------
|Selected Per-Share Data                    |         |         |         |        |         
|Net asset value, beginning of period       | $	9.73  | $	9.79  | $	9.31  | $	8.00 | $	9.75  
|Income from Investment Operations          |         |         |         |        |         
|Net investment income (loss) C             | .340    | .317    | .391    | .354   | .476    
|Net realized and unrealized gain (loss)    | .195    | (.080)  | .425    | 1.232  | (1.779) 
|Total from investment operations           | .535    | .237    | .816    | 1.586  | (1.303) 
|Distributions from net investment income   | (.325)  | (.298)  | (.287)  | (.278) | (.448)  
|Distributions from net realized gain       | -       | -       | (.050)  | -      | -       
|Total distributions                        | (.325)  | (.298)  | (.337)  | (.278) | (.448)  
|Redemption fees added to paid in capital C | -G      | .001    | .001    | .002   | .001    
|Net asset value, end of period             | $	9.94  | $	9.73  | $	9.79  | $	9.31 | $	8.00  
|Total ReturnA,B                            | 5.60%   | 2.46%   | 8.96%   | 20.31% | (13.87)%
|Ratios to Average Net AssetsD,F            |         |         |         |        |         
|Expenses before reductions                 | .99%    | 1.00%   | 1.03%   | 1.05%  | 1.06%   
|Expenses net of fee waivers, if any        | .99%    | 1.00%   | 1.03%   | 1.05%  | 1.06%   
|Expenses net of all reductions             | .99%    | 1.00%   | 1.03%   | 1.04%  | 1.06%   
|Net investment income (loss)               | 3.47%   | 3.25%   | 4.11%   | 4.09%  | 5.13%   
|Supplemental Data                          |         |         |         |        |         
|Net assets, end of period (in millions)    | $	1,305 | $	1,587 | $	1,064 | $	518  | $	192   
|Portfolio turnover rate E                  | 49%     | 54%     | 43%     | 25%    | 16%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Class T

|Years ended October 31,                    | 2012   | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------ | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |        |        |        |        |         
|Net asset value, beginning of period       | $	9.72 | $	9.77 | $	9.30 | $	8.00 | $	9.73  
|Income from Investment Operations          |        |        |        |        |         
|Net investment income (loss) C             | .330   | .312   | .391   | .349   | .481    
|Net realized and unrealized gain (loss)    | .195   | (.070) | .416   | 1.228  | (1.762) 
|Total from investment operations           | .525   | .242   | .807   | 1.577  | (1.281) 
|Distributions from net investment income   | (.315) | (.293) | (.288) | (.279) | (.450)  
|Distributions from net realized gain       | -      | -      | (.050) | -      | -       
|Total distributions                        | (.315) | (.293) | (.338) | (.279) | (.450)  
|Redemption fees added to paid in capital C | -G     | .001   | .001   | .002   | .001    
|Net asset value, end of period             | $	9.93 | $	9.72 | $	9.77 | $	9.30 | $	8.00  
|Total ReturnA,B                            | 5.50%  | 2.51%  | 8.87%  | 20.20% | (13.66)%
|Ratios to Average Net AssetsD,F            |        |        |        |        |         
|Expenses before reductions                 | 1.09%  | 1.05%  | 1.02%  | 1.04%  | 1.03%   
|Expenses net of fee waivers, if any        | 1.09%  | 1.05%  | 1.02%  | 1.04%  | 1.03%   
|Expenses net of all reductions             | 1.09%  | 1.05%  | 1.02%  | 1.04%  | 1.03%   
|Net investment income (loss)               | 3.37%  | 3.19%  | 4.12%  | 4.10%  | 5.16%   
|Supplemental Data                          |        |        |        |        |         
|Net assets, end of period (in millions)    | $	241  | $	271  | $	242  | $	143  | $	134   
|Portfolio turnover rate E                  | 49%    | 54%    | 43%    | 25%    | 16%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Class B

|Years ended October 31,                    | 2012   | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------ | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |        |        |        |        |         
|Net asset value, beginning of period       | $	9.72 | $	9.77 | $	9.30 | $	7.99 | $	9.73  
|Income from Investment Operations          |        |        |        |        |         
|Net investment income (loss) C             | .288   | .266   | .341   | .305   | .432    
|Net realized and unrealized gain (loss)    | .195   | (.070) | .416   | 1.238  | (1.771) 
|Total from investment operations           | .483   | .196   | .757   | 1.543  | (1.339) 
|Distributions from net investment income   | (.273) | (.247) | (.238) | (.235) | (.402)  
|Distributions from net realized gain       | -      | -      | (.050) | -      | -       
|Total distributions                        | (.273) | (.247) | (.288) | (.235) | (.402)  
|Redemption fees added to paid in capital C | -G     | .001   | .001   | .002   | .001    
|Net asset value, end of period             | $	9.93 | $	9.72 | $	9.77 | $	9.30 | $	7.99  
|Total ReturnA,B                            | 5.05%  | 2.03%  | 8.30%  | 19.74% | (14.21)%
|Ratios to Average Net AssetsD,F            |        |        |        |        |         
|Expenses before reductions                 | 1.52%  | 1.52%  | 1.55%  | 1.56%  | 1.56%   
|Expenses net of fee waivers, if any        | 1.52%  | 1.52%  | 1.55%  | 1.55%  | 1.55%   
|Expenses net of all reductions             | 1.52%  | 1.52%  | 1.55%  | 1.55%  | 1.55%   
|Net investment income (loss)               | 2.94%  | 2.72%  | 3.59%  | 3.59%  | 4.64%   
|Supplemental Data                          |        |        |        |        |         
|Net assets, end of period (in millions)    | $	24   | $	32   | $	43   | $	44   | $	42    
|Portfolio turnover rate E                  | 49%    | 54%    | 43%    | 25%    | 16%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Class C

|Years ended October 31,                    | 2012   | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------ | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |        |        |        |        |         
|Net asset value, beginning of period       | $	9.73 | $	9.78 | $	9.31 | $	8.00 | $	9.74  
|Income from Investment Operations          |        |        |        |        |         
|Net investment income (loss) C             | .267   | .244   | .321   | .288   | .408    
|Net realized and unrealized gain (loss)    | .195   | (.070) | .415   | 1.235  | (1.770) 
|Total from investment operations           | .462   | .174   | .736   | 1.523  | (1.362) 
|Distributions from net investment income   | (.252) | (.225) | (.217) | (.215) | (.379)  
|Distributions from net realized gain       | -      | -      | (.050) | -      | -       
|Total distributions                        | (.252) | (.225) | (.267) | (.215) | (.379)  
|Redemption fees added to paid in capital C | -G     | .001   | .001   | .002   | .001    
|Net asset value, end of period             | $	9.94 | $	9.73 | $	9.78 | $	9.31 | $	8.00  
|Total ReturnA,B                            | 4.81%  | 1.80%  | 8.05%  | 19.43% | (14.41)%
|Ratios to Average Net AssetsD,F            |        |        |        |        |         
|Expenses before reductions                 | 1.74%  | 1.74%  | 1.76%  | 1.78%  | 1.80%   
|Expenses net of fee waivers, if any        | 1.74%  | 1.74%  | 1.76%  | 1.78%  | 1.80%   
|Expenses net of all reductions             | 1.74%  | 1.74%  | 1.76%  | 1.78%  | 1.80%   
|Net investment income (loss)               | 2.72%  | 2.50%  | 3.38%  | 3.35%  | 4.39%   
|Supplemental Data                          |        |        |        |        |         
|Net assets, end of period (in millions)    | $	806  | $	852  | $	622  | $	335  | $	199   
|Portfolio turnover rate E                  | 49%    | 54%    | 43%    | 25%    | 16%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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,                    | 2012    | 2011    | 2010    | 2009    | 2008    
|------------------------------------------ | ------- | ------- | ------- | ------- | --------
|Selected Per-Share Data                    |         |         |         |         |         
|Net asset value, beginning of period       | $	9.72  | $	9.77  | $	9.30  | $	8.00  | $	9.74  
|Income from Investment Operations          |         |         |         |         |         
|Net investment income (loss) B             | .368    | .345    | .418    | .377    | .508    
|Net realized and unrealized gain (loss)    | .195    | (.070)  | .417    | 1.225   | (1.771) 
|Total from investment operations           | .563    | .275    | .835    | 1.602   | (1.263) 
|Distributions from net investment income   | (.353)  | (.326)  | (.316)  | (.304)  | (.478)  
|Distributions from net realized gain       | -       | -       | (.050)  | -       | -       
|Total distributions                        | (.353)  | (.326)  | (.366)  | (.304)  | (.478)  
|Redemption fees added to paid in capital B | -F      | .001    | .001    | .002    | .001    
|Net asset value, end of period             | $	9.93  | $	9.72  | $	9.77  | $	9.30  | $	8.00  
|Total ReturnA                              | 5.91%   | 2.86%   | 9.18%   | 20.55%  | (13.49)%
|Ratios to Average Net AssetsC,E            |         |         |         |         |         
|Expenses before reductions                 | .71%    | .71%    | .73%    | .75%    | .73%    
|Expenses net of fee waivers, if any        | .71%    | .71%    | .73%    | .75%    | .73%    
|Expenses net of all reductions             | .71%    | .71%    | .73%    | .75%    | .73%    
|Net investment income (loss)               | 3.75%   | 3.53%   | 4.41%   | 4.39%   | 5.46%   
|Supplemental Data                          |         |         |         |         |         
|Net assets, end of period (in millions)    | $	5,720 | $	5,399 | $	3,566 | $	2,354 | $	1,292 
|Portfolio turnover rate D                  | 49%     | 54%     | 43%     | 25%     | 16%     

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

BCalculated based on average shares outstanding during the period.

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

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

EExpense 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.

FAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Institutional Class

|Years ended October 31,                    | 2012    | 2011    | 2010    | 2009   | 2008    
|------------------------------------------ | ------- | ------- | ------- | ------ | --------
|Selected Per-Share Data                    |         |         |         |        |         
|Net asset value, beginning of period       | $	9.71  | $	9.77  | $	9.29  | $	7.99 | $	9.73  
|Income from Investment Operations          |         |         |         |        |         
|Net investment income (loss) B             | .363    | .341    | .415    | .379   | .503    
|Net realized and unrealized gain (loss)    | .196    | (.079)  | .427    | 1.221  | (1.769) 
|Total from investment operations           | .559    | .262    | .842    | 1.600  | (1.266) 
|Distributions from net investment income   | (.349)  | (.323)  | (.313)  | (.302) | (.475)  
|Distributions from net realized gain       | -       | -       | (.050)  | -      | -       
|Total distributions                        | (.349)  | (.323)  | (.363)  | (.302) | (.475)  
|Redemption fees added to paid in capital B | -F      | .001    | .001    | .002   | .001    
|Net asset value, end of period             | $	9.92  | $	9.71  | $	9.77  | $	9.29 | $	7.99  
|Total ReturnA                              | 5.87%   | 2.72%   | 9.27%   | 20.54% | (13.54)%
|Ratios to Average Net AssetsC,E            |         |         |         |        |         
|Expenses before reductions                 | .75%    | .75%    | .76%    | .77%   | .77%    
|Expenses net of fee waivers, if any        | .75%    | .75%    | .76%    | .77%   | .77%    
|Expenses net of all reductions             | .75%    | .75%    | .76%    | .77%   | .76%    
|Net investment income (loss)               | 3.71%   | 3.50%   | 4.38%   | 4.36%  | 5.43%   
|Supplemental Data                          |         |         |         |        |         
|Net assets, end of period (in millions)    | $	2,510 | $	1,992 | $	1,138 | $	469  | $	138   
|Portfolio turnover rate D                  | 49%     | 54%     | 43%     | 25%    | 16%     

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

BCalculated based on average shares outstanding during the period.

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

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

EExpense 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.

FAmount represents less than $.001 per share.

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

Annual Report

---

# Notes to Financial Statements

For the period ended October 31, 2012

(Amounts in thousands except percentages)

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

2. Investments in Fidelity Central Funds.

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

Annual Report

3. Significant Accounting Policies - continued

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

Security Valuation.Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation
policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing
vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be
fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in
determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The
frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the
Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who
make markets in such securities. For corporate bonds and floating rate loans, pricing vendors utilize matrix pricing which considers yield or price
of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar
factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending
on the circumstances. 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

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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. Dividend income is recorded on the ex-dividend
date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is
informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities
received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments
and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or
capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes
coupon interest and amortization of premium and accretion of discount on debt securities. The Fund earns certain fees in connection with its
floating rate loan purchasing activities.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

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 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                                                  | $	236,102   
|------------------------------------------------------------------------------ | ------------
|Gross unrealized depreciation                                                  | (35,902)    
|Net unrealized appreciation (depreciation) on securities and other investments | $	200,200   
|                                                                               |             
|Tax Cost                                                                       | $	10,606,199

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

|Undistributed ordinary income              | $	49,369  
|------------------------------------------ | ----------
|Capital loss carryforward                  | $	(89,569)
|Net unrealized appreciation (depreciation) | $	200,200 

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.
Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in
taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that
expire. Capital loss carryforwards were as follows:

|Fiscal year of expiration       |           
|------------------------------- | ----------
|2016                            | $	(50,512)
|2017                            | (39,057)  
|Total capital loss carryforward | $	(89,569)

The tax character of distributions paid was as follows:

|                | October 31, 2012 | October 31, 2011
|--------------- | ---------------- | ----------------
|Ordinary Income | $	350,713        | $ 	309,951      

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.

Delayed Delivery Transactions and When-Issued Securities.During the period, the Fund transacted in securities on a delayed delivery or
when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying
securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies
securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of
the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to
political, economic, or other factors.

Annual Report

3. Significant Accounting Policies - continued

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 invests in direct debt instruments which are interests in amounts owed to lenders by
corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing
commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired
through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the
agent bank and/or borrower prior to the sale of these loans. The Fund also invests in unfunded loan commitments, which are contractual obligations for future funding. Information regarding unfunded commitments is included at the end of the Fund's Schedule of Investments.

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

4. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of floating rate loans), other than short-term securities, aggregated $4,434,439
and $4,611,065, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly
management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net
assets and an annualized group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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%        | $	3,464    | $	134          
|Class T | -%               | .25%        | 628        | 3              
|Class B | .55%             | .15%        | 192        | 151            
|Class C | .75%             | .25%        | 8,133      | 1,801          
|        |                  |             | $	12,417   | $	2,089        

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on
Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 3.50% to 1.00% for Class B shares, 1.00% for Class C
shares, 1.00% or .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

|         | Retained
by FDC
|-------- | ---------------
|Class A  | $	133          
|Class T  | 13             
|Class B* | 43             
|Class C* | 148            
|         | $	337          

*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

5. 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                                 | $	2,079  | .15                    
|Class T                                 | 629      | .25                    
|Class B                                 | 63       | .23                    
|Class C                                 | 1,230    | .15                    
|Fidelity Floating Rate High Income Fund | 6,420    | .12                    
|Institutional Class                     | 3,473    | .16                    
|                                        | $	13,894 |                        

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 each month.

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 fourteen dollars for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for
temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $28 and is reflected in Miscellaneous expenses on the Statement of
Operations. During the period, there were no borrowings on this line of credit.

7. 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 $15.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

|Years ended October 31,                 | 2012      | 2011     
|--------------------------------------- | --------- | ---------
|From net investment income              |           |          
|Class A                                 | $	46,515  | $	46,926 
|Class T                                 | 8,143     | 8,530    
|Class B                                 | 780       | 998      
|Class C                                 | 20,972    | 18,564   
|Fidelity Floating Rate High Income Fund | 197,172   | 173,777  
|Institutional Class                     | 77,131    | 61,156   
|Total                                   | $	350,713 | $	309,951

9. Share Transactions.

Transactions for each class of shares were as follows:

|                                        | Shares    | Dollars  
|--------------------------------------- | --------- | ---------
|Years ended October 31,                 | 2012      | 2011     
|Class A                                 |           |          
|Shares sold                             | 31,124    | 130,538  
|Reinvestment of distributions           | 3,572     | 3,698    
|Shares redeemed                         | (66,588)  | (79,802) 
|Net increase (decrease)                 | (31,892)  | 54,434   
|Class T                                 |           |          
|Shares sold                             | 2,896     | 12,540   
|Reinvestment of distributions           | 704       | 732      
|Shares redeemed                         | (7,230)   | (10,203) 
|Net increase (decrease)                 | (3,630)   | 3,069    
|Class B                                 |           |          
|Shares sold                             | 156       | 912      
|Reinvestment of distributions           | 59        | 73       
|Shares redeemed                         | (1,070)   | (2,112)  
|Net increase (decrease)                 | (855)     | (1,127)  
|Class C                                 |           |          
|Shares sold                             | 12,695    | 47,996   
|Reinvestment of distributions           | 1,512     | 1,307    
|Shares redeemed                         | (20,709)  | (25,248) 
|Net increase (decrease)                 | (6,502)   | 24,055   
|Fidelity Floating Rate High Income Fund |           |          
|Shares sold                             | 164,358   | 455,198  
|Reinvestment of distributions           | 16,695    | 14,710   
|Shares redeemed                         | (160,631) | (279,260)
|Net increase (decrease)                 | 20,422    | 190,648  
|Institutional Class                     |           |          
|Shares sold                             | 109,592   | 192,248  
|Reinvestment of distributions           | 3,772     | 3,053    
|Shares redeemed                         | (65,596)  | (106,613)
|Net increase (decrease)                 | 47,768    | 88,688   

Annual Report

10. 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, 2012, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 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, 2012, 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 Floating Rate High Income Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 19, 2012

Annual Report

---

# Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, each of the Trustees oversees 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey 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. In addition, the Independent Trustees have worked with FMR to enhance
the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not
limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio
management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management
program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further
under "Standing Committees of the Fund's Trustees."
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.

Annual Report

Interested Trustees*:

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

|Name, Age; Principal Occupations and Other Relevant Experience+
|---------------------------------------------------------------
|James C. Curvey (77)                                           
|                                                               
|Ronald P. O'Hanley (55)                                        
|                                                               

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

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

Annual Report

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 (64)                                           
|                                                               
|Alan J. Lacy (59)                                              
|                                                               
|Ned C. Lautenbach (68)                                         
|                                                               
|Joseph Mauriello (68)                                          
|                                                               
|Robert W. Selander (62)                                        
|                                                               
|Cornelia M. Small (68)                                         
|                                                               
|William S. Stavropoulos (73)                                   
|                                                               
|David M. Thomas (63)                                           
|                                                               
|Michael E. Wiley (62)                                          
|                                                               

+	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 Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts
02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82
Devonshire Street, Boston, Massachusetts 02109.

|Name, Age; Principal Occupation
|-------------------------------
|Edward C. Johnson 3d (82)      
|                               
|Peter S. Lynch (68)            
|                               
|David A. Rosow (70)            
|                               
|Garnett A. Smith (65)          
|                               
|Kenneth B. Robins (43)         
|                               
|Brian B. Hogan (48)            
|                               
|Thomas C. Hense (48)           
|                               
|Scott C. Goebel (44)           
|                               
|William C. Coffey (43)         
|                               
|Elizabeth Paige Baumann (44)   
|                               
|Christine Reynolds (54)        
|                               
|Joseph A. Hanlon (44)          
|                               
|Joseph F. Zambello (55)        
|                               
|Adrien E. Deberghes (45)       
|                               
|Stephen Sadoski (41)           
|                               
|Stephanie J. Dorsey (43)       
|                               
|John R. Hebble (54)            
|                               
|Gary W. Ryan (54)              
|                               
|Jonathan Davis (44)            
|                               

Annual Report

---

# Distributions (Unaudited)

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

|        | Pay Date | Record Date | Capital Gains
|------- | -------- | ----------- | -------------
|Class A | 12/10/12 | 12/07/12    | $0.049       
|Class T | 12/10/12 | 12/07/12    | $0.049       
|Class B | 12/10/12 | 12/07/12    | $0.049       
|Class C | 12/10/12 | 12/07/12    | $0.049       

At total of 0.11% 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 $261,539,393 of distributions paid during the period January 1, 2012 to October 31, 2012 as qualifying to be taxed as
interest-related dividends for nonresident alien shareholders.

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

Annual Report

---

# Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's
Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing
committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject
matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the
services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's
management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by
Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and
(v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of
compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's
relative investment performance for each class measured over multiple periods against (i) a proprietary custom index, and (ii) a peer group of
mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-,
and five-year periods ended December 31, 2011, 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 (top of box)
and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below
the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the
percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom
index is an index developed by FMR that represents the performance of the fund's general investment categories.

Annual Report

Fidelity Advisor Floating Rate High Income Fund

wsd331

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the
fund was in the second quartile for the one-year period, the fourth quartile for the three-year period, and the first 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 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, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should
benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The
group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped
Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several
Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing
relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps.
"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 Floating Rate High Income Fund

wsd333

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.

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 0.55% to 0.45%. The Board considered that the chart reflects the fund's lower management fee for 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 Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class
expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The
Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current
and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to
those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. The Board considered that various
factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can
affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher
12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The
Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing
no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which
has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in
transfer agent fees may also cause expenses to vary from class to class.

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. The
Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared
Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in
services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

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

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

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

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

Annual Report

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds,
whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for
realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through
increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that the 2007
reduction in the fund's individual fund fee rate by 0.10% delivers significant economies to fund shareholders. The Board also noted that in 2009, it
and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such
economies of scale, and whether there is potential for realization of any further economies of scale.

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory
Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize
the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio
managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s)
that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential
impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology,
including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use
of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net
redemptions from the Fidelity funds.

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
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

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

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)

`AFR-UANN-1212
1.784741.109`



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

Floating Rate High Income

Fund - Institutional Class

Annual Report

October 31, 2012(Fidelity Cover Art)

---

# Contents

|Performance                                                         | (Click
Here) | How the fund has done over time.                                                                              
|------------------------------------------------------------------- | ------------ | --------------------------------------------------------------------------------------------------------------
|Management's Discussion of Fund
Performance                         | (Click
Here) | The Portfolio 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. © 2012 FMR LLC. All
rights reserved.

Annual Report



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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

---

# Performance: The Bottom Line

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

Average Annual Total Returns

|Periods ended October 31, 2012 | Past 1
year | Past 5
years | Past 10
years
|------------------------------ | ----------- | ------------ | -------------
|Institutional Class            | 5.87%       | 4.37%        | 4.89%        

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Floating Rate High Income Fund - Institutional Class on October 31, 2002. The
chart shows how the value of your investment would have changed, and also shows how the S&P®/LSTA Leveraged Performing Loan Index performed
over the same period.

wsd346

Annual Report

---

# Management's Discussion of Fund Performance

Market Recap: The leveraged-loan market posted a strong gain during the 12 months ending October 31, 2012, overcoming periodic bouts of
volatility largely stemming from concern over sovereign debt problems in the eurozone, with the S&P®/LSTA Leveraged Performing Loan Index
advancing 8.66% for the period. During the past year, the leveraged-loan market experienced negative returns in only two months - November 2011
and May 2012 - with its healthy performance a result of positive fundamental and technical factors. Fundamentally, a slowly recovering domestic
economy led to improving financial results for most leveraged companies, as they enjoyed increasing cash flow that helped to enhance their financial
flexibility. As a result, the default rate ended the period near 1%, well below the historical average of 3.4%. On the technical side, the market benefited
from steady demand from investors seeking higher yields, as the Federal Reserve kept the benchmark federal funds rate near zero, indicating in
September that it intends to keep the rate at that level into 2015. While new issuance was robust during the past 12 months, the majority of deals
were for refinancing, making the additional supply easily absorbed. As can be expected in a positive market environment, lower-quality B- and CCC-rated loans outperformed more-conservative BB-rated loans during the period.

Comments from Christine McConnell, Portfolio Manager of Fidelity Advisor®Floating Rate High Income Fund: For the year, the
fund's Institutional Class shares returned 5.87%, trailing the S&P®/LSTA index. The fund's bias toward larger-cap, higher-quality issuers hurt, as loans
from smaller-cap, lower-quality companies generally outperformed. Within the benchmark, CCC-rated and non-rated (small-cap) loans returned about
16% and 9%, respectively, while B- and BB-rated loans advanced roughly 9% and 7%, respectively. On an industry basis, health care and publishing were
the fund's biggest detractors. Within health care, a substantial overweighting in for-profit hospital operator HCA hurt the most, as this high-quality
issuer underperformed amid investors' preference for riskier securities. In publishing, avoiding D-rated directory service provider SuperMedia detracted. Elsewhere, the fund's cash position also hurt. On the positive side, security selection in utilities provided the biggest boost, thanks to an
underweighting in heavily leveraged Texas-based TXU Energy. In financials, an out-of-benchmark position in Ally Financial (formerly GMAC) also
helped, as investors became more confident in the firm's ability to resolve issues at its mortgage subsidiary.

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, 2012 to October 31,
2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

Shareholder Expense Example - continued

|                                        | Annualized
Expense Ratio | Beginning
Account Value
May 1, 2012 | Ending
Account Value
October 31, 2012 | Expenses Paid
During Period*May 1, 2012
to October 31, 2012
|--------------------------------------- | ------------------------ | ----------------------------------- | ------------------------------------- | -----------------------------------------------------------
|Class A                                 | .98%                     |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,024.30                            | $	4.99                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,020.21                            | $	4.98                                                     
|Class T                                 | 1.08%                    |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,023.80                            | $	5.49                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,019.71                            | $	5.48                                                     
|Class B                                 | 1.51%                    |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,021.60                            | $	7.67                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,017.55                            | $	7.66                                                     
|Class C                                 | 1.73%                    |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,020.50                            | $	8.79                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,016.44                            | $	8.77                                                     
|Fidelity Floating Rate High Income
Fund | .70%                     |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,025.80                            | $	3.56                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,021.62                            | $	3.56                                                     
|Institutional Class                     | .75%                     |                                     |                                       |                                                            
|Actual                                  |                          | $	1,000.00                          | $	1,025.60                            | $	3.82                                                     
|HypotheticalA                           |                          | $	1,000.00                          | $	1,021.37                            | $	3.81                                                     

A5% return per year before expenses

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period).

Annual Report

---

# Investment Changes (Unaudited)

|Top Five Holdings as of October 31, 2012      
|----------------------------------------------
|(by issuer, excluding cash equivalents)       
|HCA, Inc.                                     
|Community Health Systems, Inc.                
|Intelsat Jackson Holdings SA                  
|DaVita, Inc.                                  
|First Data Corp.                              
|                                              
|Top Five Market Sectors as of October 31, 2012
|                                              
|Healthcare                                    
|Telecommunications                            
|Technology                                    
|Cable TV                                      
|Electric Utilities                            

|Quality Diversification (% of fund's net assets)
|------------------------------------------------
|As of October 31, 2012                          
|wsd242                                          
|wsd245                                          
|wsd248                                          
|wsd251                                          
|wsd254                                          
|wsd258                                          
|wsd261                                          
|wsd264                                          

wsd364

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

|Asset Allocation (% of fund's net assets)
|-----------------------------------------
|As of October 31, 2012*                  
|wsd242                                   
|wsd245                                   
|wsd251                                   
|wsd254                                   
|wsd264                                   
|*Foreign investments                     

wsd376

†Amount represents less than 0.1%.

Annual Report

---

# Investments October 31, 2012

Showing Percentage of Net Assets

|Floating Rate Loans (h) - 77.6%                                                                                    
|-------------------------------------------------------------------------------------------------------------------
|                                                                                                                   
|Aerospace - 1.3%                                                                                                   
|Aeroflex, Inc. Tranche B, term loan 5.75% 5/9/18 (e)                                                               
|Sequa Corp. term loan 3.615% 12/3/14 (e)                                                                           
|Spirit Aerosystems, Inc. Tranche B, term loan 3.75% 4/18/19 (e)                                                    
|TransDigm Group, Inc. Tranche B2, term loan 4% 2/14/17 (e)                                                         
|TransDigm, Inc. Tranche B, term loan 4% 2/14/17 (e)                                                                
|Wesco Aircraft Hardware Corp. Tranche B, term loan 4.25% 4/7/17 (e)                                                
|                                                                                                                   
|Air Transportation - 0.5%                                                                                          
|Delta Air Lines, Inc. Tranche B 1LN, term loan 5.25% 10/18/18 (e)                                                  
|Northwest Airlines Corp. Tranche B, term loan 3.87% 12/22/13 (e)                                                   
|United Air Lines, Inc. Tranche B, term loan 2.25% 2/1/14 (e)                                                       
|US Airways Group, Inc. term loan 2.711% 3/23/14 (e)                                                                
|                                                                                                                   
|Automotive - 2.8%                                                                                                  
|Allison Transmission, Inc.:                                                                                        
|term loan 2.72% 8/7/14 (e)                                                                                         
|Tranche B 2LN, term loan 3.72% 8/7/17 (e)                                                                          
|Tranche B 3LN, term loan 4.25% 8/23/19 (e)                                                                         
|Chrysler Group LLC Tranche B, term loan 6% 5/24/17 (e)                                                             
|Delphi Corp.:                                                                                                      
|Tranche A, term loan 2.25% 3/31/16 (e)                                                                             
|Tranche B, term loan 3.5% 3/31/17 (e)                                                                              
|Federal-Mogul Corp.:                                                                                               
|Tranche B, term loan 2.1475% 12/27/14 (e)                                                                          
|Tranche C, term loan 2.1475% 12/27/15 (e)                                                                          
|Schaeffler AG Tranche C2, term loan 6% 1/27/17 (e)                                                                 
|The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 4.75% 4/30/19 (e)                                            
|                                                                                                                   
|Broadcasting - 4.2%                                                                                                
|AMC Networks, Inc. Tranche B, term loan 4% 12/31/18 (e)                                                            
|Clear Channel Capital I LLC Tranche B, term loan 3.8655% 1/29/16 (e)                                               
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Broadcasting - continued                                                                                           
|Clear Channel Communications, Inc. Tranche A, term loan 3.612% 7/30/14 (e)                                         
|FoxCo Acquisition Sub, LLC Tranche B, term loan 5.5% 7/14/17 (e)                                                   
|Gray Television, Inc. Tranche B, term loan 3.5946% 10/11/19 (e)(f)                                                 
|Nexstar Broadcasting, Inc. term loan 5% 9/30/16 (e)                                                                
|Raycom Media, Inc. Tranche B, term loan 4.5% 5/31/17 (e)                                                           
|Sinclair Television Group, Inc. Tranche B, term loan 4% 10/29/16 (e)                                               
|TWCC Holding Corp. Tranche B, term loan 4.25% 2/11/17 (e)                                                          
|Univision Communications, Inc.:                                                                                    
|term loan 4.462% 3/31/17 (e)                                                                                       
|Tranche 1LN, term loan 2.212% 9/29/14 (e)                                                                          
|VNU, Inc.:                                                                                                         
|term loan 2.2185% 8/9/13 (e)                                                                                       
|Tranche B, term loan 3.9685% 5/1/16 (e)                                                                            
|Tranche C, term loan 3.4685% 5/1/16 (e)                                                                            
|                                                                                                                   
|Building Materials - 0.6%                                                                                          
|Armstrong World Industries, Inc. Tranche B, term loan 4% 3/10/18 (e)                                               
|Goodman Global Group, Inc.:                                                                                        
|Tranche 1 LN, term loan 5.75% 10/28/16 (e)                                                                         
|Tranche 2 LN, term loan 9% 10/28/17 (e)                                                                            
|HD Supply, Inc. Tranche B 1LN, term loan 7.25% 10/12/17 (e)                                                        
|Nortek, Inc. Tranche B, term loan 5.2522% 4/26/17 (e)                                                              
|                                                                                                                   
|Cable TV - 5.8%                                                                                                    
|Atlantic Broadband Finance LLC/Atlantic Broadband Finance, Inc. Tranche B 1LN, term loan
5.25% 4/4/19 (e)          
|Atlantic Broadband Holdings I, LLC Tranche B, term loan 4.5% 9/12/19 (e)                                           
|Bragg Communications, Inc. Tranche B, term loan 4% 2/28/18 (e)                                                     
|Bresnan Broadband Holdings LLC Tranche B, term loan 4.5% 12/14/17 (e)                                              
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Cable TV - continued                                                                                               
|CCO Holdings, LLC Tranche 3LN, term loan 2.755% 9/6/14 (e)                                                         
|Cequel Communications LLC Tranche B, term loan 4% 2/14/19 (e)                                                      
|Charter Communications Operating LLC:                                                                              
|Tranche C, term loan 3.47% 9/6/16 (e)                                                                              
|Tranche D, term loan 4% 4/11/19 (e)                                                                                
|CSC Holdings, Inc.:                                                                                                
|Tranche B2, term loan 3.462% 3/29/16 (e)                                                                           
|Tranche B3, term loan 3.212% 3/29/16 (e)                                                                           
|Kabel Deutschland GmbH Tranche F, term loan 4.25% 2/1/19 (e)                                                       
|Mediacom Broadband LLC Tranche F, term loan 4.5% 10/23/17 (e)                                                      
|Mediacom LLC Tranche E, term loan 4.5% 10/23/17 (e)                                                                
|RCN Telecom Services, LLC Tranche B, term loan 5.25% 8/26/16 (e)                                                   
|UPC Broadband Holding BV:                                                                                          
|Tranche AB, term loan 4.75% 12/31/17 (e)                                                                           
|Tranche T, term loan 3.7145% 12/31/16 (e)                                                                          
|Tranche X, term loan 3.7145% 12/31/17 (e)                                                                          
|WaveDivision Holdings LLC Tranche B, term loan 5.5% 8/9/19 (e)                                                     
|WideOpenWest Finance LLC Tranche B, term loan 6.25% 7/17/18 (e)                                                    
|Zayo Group LLC Tranche B, term loan 5.25% 7/2/19 (e)                                                               
|                                                                                                                   
|Capital Goods - 0.6%                                                                                               
|Rexnord LLC Tranche B 1LN, term loan 4.5% 4/1/18 (e)                                                               
|SRAM LLC. Tranche B 1LN, term loan 4.7989% 6/7/18 (e)                                                              
|Tomkins PLC Tranche B, term loan 4.25% 9/21/16 (e)                                                                 
|                                                                                                                   
|Chemicals - 2.9%                                                                                                   
|Arizona Chemical Tranche B, term loan 7.25% 12/22/17 (e)                                                           
|Ascend Performance Materials Operation LLC Tranche B, term loan 6.75% 4/10/18 (e)                                  
|Ashland, Inc. Tranche B, term loan 3.75% 8/23/18 (e)                                                               
|Celanese Holdings LLC:                                                                                             
|Revolving Credit-Linked Deposit 1.7143% 4/2/14 (e)                                                                 
|Tranche C, term loan 3.1085% 10/31/16 (e)                                                                          
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Chemicals - continued                                                                                              
|Chemtura Corp.:                                                                                                    
|term loan 5.5% 8/27/16 (e)                                                                                         
|Tranche B, term loan 5.5% 8/27/16 (e)                                                                              
|Emerald Performance Materials, LLC Tranche B, term loan 6.75% 5/11/18 (e)                                          
|General Chemical Corp. Tranche B, term loan 5.0018% 10/6/15 (e)                                                    
|Huntsman International LLC Tranche B, term loan:                                                                   
|1.76% 4/19/14 (e)                                                                                                  
|2.7948% 4/19/17 (e)                                                                                                
|INEOS U.S. Finance LLC term loan:                                                                                  
|5.5% 4/27/15 (e)                                                                                                   
|6.5% 4/27/18 (e)                                                                                                   
|Kronos Worldwide, Inc. term loan 5.75% 6/13/18 (e)                                                                 
|Millennium America/Millennium Inorganic Chemicals Ltd.:                                                            
|Tranche 1LN, term loan 2.6123% 5/15/14 (e)                                                                         
|Tranche 2LN, term loan 6.1123% 11/18/14 (e)                                                                        
|PL Propylene LLC Tranche B, term loan 7% 3/27/17 (e)                                                               
|Rockwood Specialties Group, Inc. Tranche B, term loan 3.5% 2/10/18 (e)                                             
|Styron Corp. Tranche B, term loan 8% 8/2/17 (e)                                                                    
|Taminco Global Chemical Corp. Tranche B 1LN, term loan 5.25% 2/15/19 (e)                                           
|Tronox, Inc.:                                                                                                      
|Tranche B, term loan 4.25% 2/8/18 (e)                                                                              
|Tranche DD, term loan 4.25% 8/8/18 (e)                                                                             
|                                                                                                                   
|Consumer Products - 2.1%                                                                                           
|ACCO Brands Corp. Tranche B, term loan 4.25% 3/7/19 (e)                                                            
|Jarden Corp. Tranche B, term loan 3.212% 3/31/18 (e)                                                               
|NBTY, Inc. Tranche B 1LN, term loan 4.25% 10/1/17 (e)                                                              
|Prestige Brands, Inc. Tranche B, term loan 5.2778% 1/31/19 (e)                                                     
|Revlon Consumer Products Corp. term loan 4.75% 11/19/17 (e)                                                        
|Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4.75% 9/28/18 (e)                                   
|Spectrum Brands Holdings, Inc. Tranche B, term loan 5.0184% 6/17/16 (e)                                            
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Consumer Products - continued                                                                                      
|Weight Watchers International, Inc. Tranche F, term loan 4% 3/15/19 (e)                                            
|Wilsonart LLC Tranche B, term loan 5.5% 10/24/19 (e)                                                               
|Yankee Candle Co., Inc. Tranche B, term loan 5.25% 4/2/19 (e)                                                      
|                                                                                                                   
|Containers - 0.6%                                                                                                  
|Berry Plastics Holding Corp. Tranche C, term loan 2.212% 4/3/15 (e)                                                
|BWAY Holding Co. Tranche B, term loan:                                                                             
|4.5% 8/31/17 (e)                                                                                                   
|5.25% 2/23/18 (e)                                                                                                  
|Consolidated Container Co. Tranche B, term loan 6.25% 7/3/19 (e)                                                   
|Sealed Air Corp. Tranche B, term loan 4.75% 10/3/18 (e)                                                            
|Tricorbraun, Inc. Tranche B, term loan 5.5% 4/30/18 (e)                                                            
|                                                                                                                   
|Diversified Financial Services - 1.6%                                                                              
|Delos Aircraft, Inc. Tranche T 2LN, term loan 4.75% 4/12/16 (e)                                                    
|Fly Funding II Sarl Tranche B, term loan 6.75% 8/8/18 (e)                                                          
|Flying Fortress, Inc. Tranche 3, term loan 5% 6/30/17 (e)                                                          
|Klockner Pentaplast SA Tranche B 1LN, term loan 6.75% 12/21/16 (e)                                                 
|LPL Holdings, Inc. Tranche B, term loan 4% 3/29/19 (e)                                                             
|Residential Capital LLC Tranche A 1LN, term loan 5% 12/1/13 (e)                                                    
|Sheridan Investment Partners I, LLC Tranche B 2LN, term loan 5% 10/1/19 (e)                                        
|TransUnion LLC Tranche B, term loan 5.5% 2/10/18 (e)                                                               
|Vantiv LLC Tranche B, term loan 3.75% 3/27/19 (e)                                                                  
|                                                                                                                   
|Diversified Media - 0.3%                                                                                           
|Advanstar Communications, Inc. Tranche 1LN, term loan 2.62% 5/31/14 (e)                                            
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Diversified Media - continued                                                                                      
|Lamar Media Corp. Tranche B, term loan 4% 12/31/16 (e)                                                             
|WMG Acquisition Corp. Tranche B, term loan 5.25% 10/31/18 (e)                                                      
|                                                                                                                   
|Electric Utilities - 5.0%                                                                                          
|Calpine Corp.:                                                                                                     
|Tranche B 2LN, term loan 4.5% 4/1/18 (e)                                                                           
|Tranche B 3LN, term loan 4.5% 10/9/19 (e)                                                                          
|Tranche B, term loan 4.5% 4/1/18 (e)                                                                               
|Covanta Energy Corp. Tranche B, term loan 4% 3/28/19 (e)                                                           
|Dynegy, Inc.:                                                                                                      
|(Coal) Tranche B, term loan 9.25% 8/5/16 (e)                                                                       
|(Gas) Tranche B, term loan 9.25% 8/5/16 (e)                                                                        
|EquiPower Resources Holdings LLC Tranche B 1LN, term loan 6.5% 12/21/18 (e)                                        
|Essential Power LLC Tranche B, term loan 5.5% 8/8/19 (e)                                                           
|GenOn Energy, Inc. Tranche B, term loan 6.5% 9/20/17 (e)                                                           
|NRG Energy, Inc. Tranche B, term loan 4% 7/1/18 (e)                                                                
|NSG Holdings LLC:                                                                                                  
|Credit-Linked Deposit 1.8888% 6/15/14 (e)                                                                          
|Tranche B, term loan 1.8888% 6/15/14 (e)                                                                           
|Tempus Public Foundation Generation Holdings LLC:                                                                  
|Credit-Linked Deposit 2.3623% 12/15/13 (e)                                                                         
|Tranche 2LN, term loan 4.6123% 12/15/14 (e)                                                                        
|Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.
Tranche B, term loan:
|3.7489% 10/10/14 (e)                                                                                               
|4.7489% 10/10/17 (e)                                                                                               
|The AES Corp. Tranche B, term loan 4.25% 5/27/18 (e)                                                               
|                                                                                                                   
|Energy - 1.4%                                                                                                      
|Alon USA, Inc. term loan 4.5% 8/4/13 (e)                                                                           
|CCS, Inc. Tranche B, term loan 3.212% 11/14/14 (e)                                                                 
|Chesapeake Energy Corp. term loan 8.5% 12/2/17 (e)                                                                 
|Citgo Petroleum Corp. Tranche B, term loan 8% 6/24/15 (e)                                                          
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Energy - continued                                                                                                 
|Energy Transfer Equity LP Tranche B, term loan 3.75% 3/23/17 (e)                                                   
|EP Energy LLC term loan 4.5% 4/24/19 (e)                                                                           
|Everest Acquisition LLC Tranche B1, term loan 5% 4/24/18 (e)                                                       
|LSP Madison Funding LLC Tranche 1LN, term loan 5.5% 6/28/19 (e)                                                    
|MEG Energy Corp. Tranche B, term loan 4% 3/18/18 (e)                                                               
|MRC Global, Inc. Tranche B, term loan 6.25% 10/21/19 (e)                                                           
|Panda Sherman Power, LLC term loan 9% 9/14/18 (e)                                                                  
|Plains Exploration & Production Co. term loan 6.25% 10/15/19 (e)                                                   
|Samson Investment Co. Tranche 2LN, term loan 6% 9/25/18 (e)                                                        
|Tallgrass Operations LLC Tranche B, term loan 5.25% 10/22/18 (e)                                                   
|                                                                                                                   
|Entertainment/Film - 0.3%                                                                                          
|Cinemark USA, Inc. Tranche B-2, term loan 3.4713% 4/30/16 (e)                                                      
|Regal Cinemas Corp. Tranche B, term loan 3.2424% 8/23/17 (e)                                                       
|                                                                                                                   
|Environmental - 0.4%                                                                                               
|ADS Waste Holdings, Inc. Tranche B, term loan 5.25% 10/9/19 (e)                                                    
|Progressive Waste Solution Ltd. Tranche B, term loan 5% 10/18/19 (e)                                               
|Synagro Technologies, Inc. Tranche 1LN, term loan 2.3999% 3/30/14 (e)                                              
|                                                                                                                   
|Food & Drug Retail - 1.0%                                                                                          
|Fairway Group Acquisition Co. Tranche B, term loan 8.25% 8/17/18 (e)                                               
|GNC Corp. Tranche B, term loan 3.75% 3/2/18 (e)                                                                    
|Rite Aid Corp.:                                                                                                    
|Tranche 5 LN, term loan 4.5% 3/3/18 (e)                                                                            
|Tranche ABL, term loan 1.97% 6/4/14 (e)                                                                            
|Roundy's, Inc. Tranche B, term loan 5.75% 2/13/19 (e)                                                              
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Food & Drug Retail - continued                                                                                     
|Sprouts Farmers Market LLC Tranche B, term loan 6% 4/18/18 (e)                                                     
|SUPERVALU, Inc. Tranche B, term loan 8% 8/30/18 (e)                                                                
|                                                                                                                   
|Food/Beverage/Tobacco - 1.1%                                                                                       
|AdvancePierre Foods, Inc. Tranche 2LN, term loan 9.5% 10/10/17 (e)                                                 
|B&G Foods, Inc. Tranche B, term loan 4.5% 11/30/18 (e)                                                             
|Dean Foods Co. Tranche B, term loan:                                                                               
|3.22% 4/2/16 (e)                                                                                                   
|3.47% 4/2/17 (e)                                                                                                   
|Del Monte Foods Co. Tranche B, term loan 4.5% 3/8/18 (e)                                                           
|Earthbound Holdings III LLC Tranche B, term loan 5.75% 12/21/16 (e)                                                
|JBS USA LLC Tranche B, term loan 4.25% 5/25/18 (e)                                                                 
|Michael Foods, Inc. Tranche B, term loan 4.25% 2/25/18 (e)                                                         
|OSI Restaurant Partners LLC Tranche B, term loan 4.75% 10/23/19 (e)                                                
|Pinnacle Foods Finance LLC:                                                                                        
|term loan 2.7143% 4/4/14 (e)                                                                                       
|Tranche E, term loan 4.75% 10/17/18 (e)                                                                            
|                                                                                                                   
|Gaming - 1.9%                                                                                                      
|Affinity Gaming LLC Tranche B, term loan 5.5% 11/9/17 (e)                                                          
|Ameristar Casinos, Inc. Tranche B, term loan 4% 4/14/18 (e)                                                        
|Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (e)                                          
|Harrah's Entertainment, Inc.:                                                                                      
|Tranche B1, term loan 3.2107% 1/28/15 (e)                                                                          
|Tranche B2, term loan 3.2107% 1/28/15 (e)                                                                          
|Tranche B3, term loan 3.2107% 1/28/15 (e)                                                                          
|Tranche B4, term loan 9.5% 10/31/16 (e)                                                                            
|Las Vegas Sands Corp. term loan 2.72% 11/23/15 (e)                                                                 
|Las Vegas Sands LLC:                                                                                               
|term loan 1.72% 5/23/14 (e)                                                                                        
|Tranche B, term loan:                                                                                              
|1.72% 5/23/14 (e)                                                                                                  
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Gaming - continued                                                                                                 
|Las Vegas Sands LLC: - continued                                                                                   
|Tranche B, term loan: - continued                                                                                  
|2.72% 11/23/16 (e)                                                                                                 
|Tranche I, term loan 2.72% 11/23/16 (e)                                                                            
|Motor City Casino Tranche B, term loan 6% 3/1/17 (e)                                                               
|NP Opco, LLC Tranche B, term loan 5.5% 9/28/19 (e)                                                                 
|Penn National Gaming, Inc. Tranche B, term loan 3.75% 7/14/18 (e)                                                  
|Pinnacle Entertainment, Inc. Tranche B, term loan 4% 3/19/19 (e)                                                   
|Station Casinos LLC Tranche B 2LN, term loan 4.21% 6/16/16 (e)                                                     
|                                                                                                                   
|Healthcare - 15.5%                                                                                                 
|Alere, Inc. Tranche B 2LN, term loan 4.75% 6/30/17 (e)                                                             
|Alkermes, Inc. term loan:                                                                                          
|4% 9/25/16 (e)                                                                                                     
|4.5% 9/25/19 (e)                                                                                                   
|Assuramed Holding, Inc. Tranche B 1LN, term loan 5.5% 10/17/19 (e)                                                 
|Bausch & Lomb, Inc.:                                                                                               
|Tranche B, term loan 5.25% 5/18/19 (e)                                                                             
|Tranche DD, term loan 4.75% 6/30/15 (e)                                                                            
|Biomet, Inc. term loan:                                                                                            
|3.347% 3/25/15 (e)                                                                                                 
|3.9607% 7/25/17 (e)                                                                                                
|Carestream Health, Inc. term loan 5% 2/25/17 (e)                                                                   
|Community Health Systems, Inc. term loan 3.9212% 1/25/17 (e)                                                       
|ConvaTec, Inc. term loan 5.25% 12/22/16 (e)                                                                        
|DaVita, Inc.:                                                                                                      
|Tranche A, term loan 2.72% 10/20/15 (e)                                                                            
|Tranche B 2LN, term loan 4% 8/21/19 (e)                                                                            
|Tranche B, term loan 4.5% 10/20/16 (e)                                                                             
|Drumm Investors LLC Tranche B, term loan 5% 5/4/18 (e)                                                             
|Emergency Medical Services Corp. Tranche B, term loan 5.25% 5/25/18 (e)                                            
|Endo Pharmaceuticals Holdings, Inc. Tranche B, term loan 4% 6/17/18 (e)                                            
|Fresenius SE & Co. KGaA:                                                                                           
|Tranche D 1LN, term loan 3.5% 9/10/14 (e)                                                                          
|Tranche D 2LN, term loan 3.5% 9/10/14 (e)                                                                          
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Healthcare - continued                                                                                             
|Grifols, Inc. Tranche B, term loan 4.5% 6/1/17 (e)                                                                 
|Hanger, Inc. Tranche C, term loan 4.0103% 12/1/16 (e)                                                              
|HCA, Inc.:                                                                                                         
|Tranche A 3LN, term loan 3.462% 2/2/16 (e)                                                                         
|Tranche B2, term loan 3.6123% 3/31/17 (e)                                                                          
|HCR Healthcare LLC Tranche B, term loan 5% 4/16/18 (e)                                                             
|Health Management Associates, Inc. Tranche B, term loan 4.5% 11/18/18 (e)                                          
|Hologic, Inc. Tranche B, term loan 4.5% 8/1/19 (e)                                                                 
|IASIS Healthcare LLC Tranche B, term loan 5% 5/3/18 (e)                                                            
|IMS Health, Inc. Tranche B, term loan 4.5% 8/26/17 (e)                                                             
|Kinetic Concepts, Inc. Tranche B-1, term loan 7% 5/4/18 (e)                                                        
|Par Pharmaceutical Companies, Inc. Tranche B, term loan 5% 9/28/19 (e)                                             
|Pharmaceutical Product Development, Inc. Tranche B, term loan 6.25% 12/5/18 (e)                                    
|Quintiles Transnational Corp.:                                                                                     
|Tranche B 1LN, term loan 4.5% 6/8/18 (e)                                                                           
|Tranche B, term loan 5% 6/8/18 (e)                                                                                 
|Rural/Metro Corp. Tranche B, term loan 5.75% 6/30/18 (e)                                                           
|Sheridan Healthcare, Inc.:                                                                                         
|Tranche 1LN, term loan 6% 6/29/18 (e)                                                                              
|Tranche 2LN, term loan 9% 6/29/19 (e)                                                                              
|Skilled Healthcare Group, Inc. term loan 6.75% 4/9/16 (e)                                                          
|Sun Healthcare Group, Inc. Tranche B, term loan 8.75% 10/18/16 (e)                                                 
|Team Health, Inc. Tranche B, term loan 3.75% 6/29/18 (e)                                                           
|Universal Health Services, Inc.:                                                                                   
|term loan 3.75% 11/15/16 (e)                                                                                       
|Tranche A, term loan 2.1573% 11/15/15 (e)                                                                          
|Valeant Pharmaceuticals International Tranche B, term loan:                                                        
|9/16/19                                                                                                            
|4.25% 2/13/19 (e)                                                                                                  
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Healthcare - continued                                                                                             
|Vanguard Health Holding Co. II LLC Tranche B, term loan 5% 1/29/16 (e)                                             
|VWR Funding, Inc. term loan 2.712% 6/29/14 (e)                                                                     
|                                                                                                                   
|Homebuilders/Real Estate - 1.3%                                                                                    
|Capital Automotive LP term loan 5.25% 3/11/17 (e)                                                                  
|CB Richard Ellis Group, Inc.:                                                                                      
|Tranche A, term loan 2.4607% 11/9/15 (e)                                                                           
|Tranche B, term loan 3.4607% 11/9/16 (e)                                                                           
|CB Richard Ellis Services, Inc.:                                                                                   
|Tranche C, term loan 3.462% 3/4/18 (e)                                                                             
|Tranche D, term loan 3.7208% 9/4/19 (e)                                                                            
|RE/MAX LLC term loan 5.5% 4/14/16 (e)                                                                              
|Realogy Corp.:                                                                                                     
|Credit-Linked Deposit 3.2143% 10/10/13 (e)                                                                         
|Credit-Linked Deposit 4.4643% 10/10/16 (e)                                                                         
|term loan 4.464% 10/10/16 (e)                                                                                      
|                                                                                                                   
|Insurance - 0.8%                                                                                                   
|Asurion Corp.:                                                                                                     
|Tranche 1st LN, term loan 5.5% 5/24/18 (e)                                                                         
|Tranche 2nd LN, term loan 9% 5/24/19 (e)                                                                           
|CNO Financial Group, Inc.:                                                                                         
|Tranche B 1LN, term loan 4.25% 9/28/16 (e)                                                                         
|Tranche B 2LN, term loan 5% 9/28/18 (e)                                                                            
|USI Holdings Corp.:                                                                                                
|Tranche B, term loan 2.72% 5/4/14 (e)                                                                              
|Tranche D, term loan 5.75% 5/4/14 (e)                                                                              
|                                                                                                                   
|Leisure - 0.8%                                                                                                     
|Cedar Fair LP Tranche B, term loan 4% 12/15/17 (e)                                                                 
|FGI Operating Co., LLC term loan 5.5% 4/19/19 (e)                                                                  
|SeaWorld Parks & Entertainment, Inc. term loan 4% 8/17/17 (e)                                                      
|Six Flags, Inc. Tranche B, term loan 4.25% 12/20/18 (e)                                                            
|                                                                                                                   
|Metals/Mining - 1.6%                                                                                               
|Arch Coal, Inc. Tranche B, term loan 5.75% 5/16/18 (e)                                                             
|Fairmount Minerals Ltd. Tranche B, term loan 5.25% 3/15/17 (e)                                                     
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Metals/Mining - continued                                                                                          
|Novelis, Inc. Tranche B, term loan 4% 3/10/17 (e)                                                                  
|Oxbow Carbon LLC Tranche B 1LN, term loan 3.712% 5/8/16 (e)                                                        
|SunCoke Energy, Inc. Tranche B, term loan 4% 7/26/18 (e)                                                           
|Walter Energy, Inc.:                                                                                               
|Tranche A, term loan 3.4111% 4/1/16 (e)                                                                            
|Tranche B, term loan 4% 4/1/18 (e)                                                                                 
|                                                                                                                   
|Paper - 0.0%                                                                                                       
|Bear Island Paper Co. LLC Tranche B 2LN, term loan 12% 9/13/17                                                     
|Publishing/Printing - 0.9%                                                                                         
|Cenveo Corp. Tranche B, term loan 6.625% 12/21/16 (e)                                                              
|Dex Media East LLC term loan 2.8589% 10/24/14 (e)                                                                  
|Dex Media West LLC/Dex Media West Finance Co. term loan 7.25% 10/24/14 (e)                                         
|Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (e)                                                         
|Houghton Mifflin Harcourt Publishing Co. term loan 7.25% 5/22/18 (e)                                               
|Quad/Graphics, Inc. Tranche B, term loan 4% 7/26/18 (e)                                                            
|Thomson Learning Tranche B, term loan 2.47% 7/5/14 (e)                                                             
|                                                                                                                   
|Restaurants - 0.9%                                                                                                 
|Burger King Corp. Tranche B, term loan 3.75% 9/28/19 (e)                                                           
|DineEquity, Inc. Tranche B 1LN, term loan 4.25% 10/19/17 (e)                                                       
|Dunkin Brands, Inc. Tranche B2, term loan 4% 11/23/17 (e)                                                          
|Focus Brands, Inc. Tranche B 1LN, term loan 6.2774% 2/21/18 (e)                                                    
|Landry's Restaurants, Inc. Tranche B, term loan 6.5% 4/24/18 (e)                                                   
|NPC International, Inc. Tranche B, term loan 5.25% 12/28/18 (e)                                                    
|Wok Acquisition Corp. Tranche B, term loan 6.25% 6/22/19 (e)                                                       
|                                                                                                                   
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Services - 3.1%                                                                                                    
|Allied Security Holdings LLC Tranche B 1LN, term loan 5.25% 2/4/17 (e)                                             
|ARAMARK Corp.:                                                                                                     
|Credit-Linked Deposit 2.1208% 1/26/14 (e)                                                                          
|Credit-Linked Deposit 3.4643% 7/26/16 (e)                                                                          
|Tranche B, term loan 3.462% 7/26/16 (e)                                                                            
|Tranche C, term loan 3.5671% 7/26/16 (e)                                                                           
|3.4643% 7/26/16 (e)                                                                                                
|Brickman Group Holdings, Inc. Tranche B 1LN, term loan 5.5% 10/14/16 (e)                                           
|Hertz Corp. Tranche B, term loan:                                                                                  
|3.75% 3/11/18 (e)                                                                                                  
|3.75% 3/11/18 (e)                                                                                                  
|Interactive Data Corp. Tranche B, term loan 4.5% 2/11/18 (e)                                                       
|KAR Auction Services, Inc. Tranche B, term loan 5% 5/19/17 (e)                                                     
|Sedgwick CMS Holdings, Inc. Tranche B 1LN, term loan 5% 12/31/16 (e)                                               
|ServiceMaster Co.:                                                                                                 
|term loan 2.71% 7/24/14 (e)                                                                                        
|Tranche B2, term loan 4.46% 1/31/17 (e)                                                                            
|Tranche DD, term loan 2.71% 7/24/14 (e)                                                                            
|SymphonyIRI Group, Inc. Tranche B, term loan 5% 12/1/17 (e)                                                        
|The Geo Group, Inc.:                                                                                               
|Tranche A 2LN, term loan 3.0011% 8/4/15 (e)                                                                        
|Tranche A 3LN, term loan 2.97% 8/4/15 (e)                                                                          
|Tranche B, term loan 3.75% 8/4/16 (e)                                                                              
|U.S. Foodservice Tranche B, term loan 2.71% 7/3/14 (e)                                                             
|West Corp. Tranche B 6LN, term loan 5.75% 6/30/18 (e)                                                              
|                                                                                                                   
|Shipping - 0.2%                                                                                                    
|Ozburn Hessey Holding Co. LLC Tranche 2LN, term loan 11.5% 10/8/16 (e)                                             
|Swift Transportation Co. LLC Tranche B-2, term loan 5% 12/21/17 (e)                                                
|                                                                                                                   
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Specialty Retailing - 0.3%                                                                                         
|Michaels Stores, Inc.:                                                                                             
|Tranche B1, term loan 2.6875% 10/31/13 (e)                                                                         
|Tranche B2, term loan 4.9117% 7/31/16 (e)                                                                          
|                                                                                                                   
|Steel - 0.9%                                                                                                       
|Fortescue Metals Group Ltd. Tranche B, term loan 5.25% 10/18/17 (e)                                                
|JMC Steel Group, Inc. term loan 4.75% 4/1/17 (e)                                                                   
|                                                                                                                   
|Super Retail - 2.6%                                                                                                
|Academy Ltd. Tranche B, term loan 6% 8/3/18 (e)                                                                    
|Bass Pro Shops LLC. Tranche B, term loan 5.25% 6/13/17 (e)                                                         
|BJ's Wholesale Club, Inc.:                                                                                         
|Tranche 1LN, term loan 5.75% 9/26/19 (e)                                                                           
|Tranche 2LN, term loan 9.75% 3/26/20 (e)                                                                           
|Dollar General Corp.:                                                                                              
|Tranche B1, term loan 2.962% 7/6/14 (e)                                                                            
|Tranche B2, term loan 2.962% 7/6/14 (e)                                                                            
|Tranche C, term loan 2.962% 7/6/17 (e)                                                                             
|Evergreen Acquisition Co. Tranche C, term loan 5% 7/20/19 (e)                                                      
|Gymboree Corp. term loan 5% 2/23/18 (e)                                                                            
|J. Crew Group, Inc. Tranche B, term loan 4.75% 3/7/18 (e)                                                          
|Neiman Marcus Group, Inc. Tranche B, term loan 4.75% 5/16/18 (e)                                                   
|Party City Corp. Tranche B, term loan 5.75% 7/27/19 (e)                                                            
|PETCO Animal Supplies, Inc. term loan 4.5% 11/24/17 (e)                                                            
|Pilot Travel Centers LLC:                                                                                          
|Tranche B 2LN, term loan 4.25% 8/7/19 (e)                                                                          
|Tranche B, term loan 3.75% 3/30/18 (e)                                                                             
|Serta Simmons Holdings, LLC Tranche B, term loan 5.4334% 10/1/19 (e)                                               
|Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (e)                                                      
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Super Retail - continued                                                                                           
|Toys 'R' Us, Inc.:                                                                                                 
|term loan 6% 9/1/16 (e)                                                                                            
|Tranche B2, term loan 5.25% 5/25/18 (e)                                                                            
|                                                                                                                   
|Technology - 7.2%                                                                                                  
|Avaya, Inc.:                                                                                                       
|term loan 3.1769% 10/27/14 (e)                                                                                     
|Tranche B 3LN, term loan 4.9269% 10/26/17 (e)                                                                      
|CDW Corp. Tranche B, term loan:                                                                                    
|3.714% 10/10/14 (e)                                                                                                
|4% 7/15/17 (e)                                                                                                     
|Ceridian Corp. Tranche B, term loan 5.964% 5/10/17 (e)                                                             
|Datatel, Inc. Tranche B, term loan 6.25% 7/19/18 (e)                                                               
|Fidelity National Information Services, Inc. Tranche A 2LN, term loan 2.461% 7/18/14 (e)                           
|First Data Corp.:                                                                                                  
|term loan 4.2107% 3/24/18 (e)                                                                                      
|Tranche 1LN, term loan 5.2107% 9/24/18 (e)                                                                         
|Tranche B1, term loan 2.9607% 9/24/14 (e)                                                                          
|Tranche B2, term loan 2.9607% 9/24/14 (e)                                                                          
|Tranche B3, term loan 2.9607% 9/24/14 (e)                                                                          
|Tranche D, term loan 5.2107% 3/24/17 (e)                                                                           
|Flextronics International Ltd.:                                                                                    
|Tranche B A1, term loan 2.462% 10/1/14 (e)                                                                         
|Tranche B A2, term loan 2.462% 10/1/14 (e)                                                                         
|Tranche B A3, term loan 2.462% 10/1/14 (e)                                                                         
|Tranche B-A, term loan 2.462% 10/1/14 (e)                                                                          
|Freescale Semiconductor, Inc. term loan 4.4645% 12/1/16 (e)                                                        
|Generac Power Systems, Inc. Tranche B, term loan 6.25% 5/30/18 (e)                                                 
|Genpact Ltd. Tranche B, term loan 4.25% 8/30/19 (e)                                                                
|Kronos, Inc. Tranche B 1LN, term loan 5.5% 10/24/19 (e)                                                            
|Lawson Software, Inc.:                                                                                             
|Tranche B 1LN, term loan 5.75% 10/5/16 (e)                                                                         
|Tranche B 2LN, term loan 5.25% 4/5/18 (e)                                                                          
|NXP BV:                                                                                                            
|term loan 4.5% 3/4/17 (e)                                                                                          
|Tranche A 2LN, term loan 5.5% 3/4/17 (e)                                                                           
|Tranche A6, term loan 5.25% 3/19/19 (e)                                                                            
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Technology - continued                                                                                             
|Reynolds & Reynolds Co. Tranche B, term loan 3.75% 4/21/18 (e)                                                     
|Rovi Corp. Tranche A, term loan 2.72% 2/7/16 (e)                                                                   
|Sensata Technologies BV Tranche B, term loan 4% 5/12/18 (e)                                                        
|Spansion, Inc. term loan 4.75% 2/9/15 (e)                                                                          
|SunGard Data Systems, Inc.:                                                                                        
|term loan 3.9027% 2/28/16 (e)                                                                                      
|Tranche B, term loan 3.711% 2/28/14 (e)                                                                            
|Tranche C, term loan 3.9685% 2/28/17 (e)                                                                           
|Syniverse Holdings, Inc. Tranche B, term loan 5% 4/23/19 (e)                                                       
|                                                                                                                   
|Telecommunications - 6.7%                                                                                          
|Consolidated Communications, Inc. term loan 2.72% 12/31/14 (e)                                                     
|Cricket Communications, Inc. Tranche B, term loan 4.75% 10/10/19 (e)                                               
|Crown Castle Operating Co. Tranche B, term loan 4% 1/31/19 (e)                                                     
|Digicel International Finance Ltd. Tranche D 1LN, term loan 3.875% 3/31/17 (e)                                     
|FairPoint Communications, Inc. term loan 6.5% 1/24/16 (e)                                                          
|Genesys SA Tranche B, term loan 6.75% 1/31/19 (e)                                                                  
|Intelsat Jackson Holdings SA:                                                                                      
|term loan 3.214% 2/1/14 (e)                                                                                        
|Tranche B, term loan 4.5% 4/2/18 (e)                                                                               
|Level 3 Financing, Inc.:                                                                                           
|Tranche B 2LN, term loan 4.75% 8/1/19 (e)                                                                          
|Tranche B, term loan:                                                                                              
|4.75% 2/1/16 (e)                                                                                                   
|5.25% 8/1/19 (e)                                                                                                   
|MetroPCS Wireless, Inc.:                                                                                           
|Tranche B 3LN, term loan 4% 3/17/18 (e)                                                                            
|Tranche B, term loan 4.071% 11/3/16 (e)                                                                            
|NTELOS, Inc. Tranche B, term loan 4% 8/7/15 (e)                                                                    
|SBA Senior Finance II, LLC term loan 3.75% 9/28/19 (e)                                                             
|Telesat Holding, Inc. Tranche B, term loan 4.25% 3/28/19 (e)                                                       
|Time Warner Telecom, Inc. Tranche B, term loan 3.47% 12/30/16 (e)                                                  
|Floating Rate Loans (h) - continued                                                                                
|                                                                                                                   
|Telecommunications - continued                                                                                     
|Vodafone Americas Finance 2, Inc.:                                                                                 
|2nd LN, term loan 6.25% 6/24/16 pay-in-kind                                                                        
|term loan 6.875% 8/11/15                                                                                           
|Windstream Corp.:                                                                                                  
|Tranche B 3LN, term loan 4% 8/8/19 (e)                                                                             
|Tranche B1, term loan 1.8968% 7/17/13 (e)                                                                          
|Tranche B2, term loan 3.1468% 12/17/15 (e)                                                                         
|                                                                                                                   
|Textiles & Apparel - 0.4%                                                                                          
|Levi Strauss & Co. term loan 2.4645% 4/4/14 (e)                                                                    
|Phillips-Van Heusen Corp.:                                                                                         
|term loan 2.68% 1/31/16 (e)                                                                                        
|Tranche B, term loan 3.5% 5/6/16 (e)                                                                               
|Warnaco, Inc. Tranche B, term loan 3.75% 6/17/18 (e)                                                               
|                                                                                                                   
|TOTAL FLOATING RATE LOANS
(Cost $8,157,023)                                                                        
|Nonconvertible Bonds - 10.5%                                                                                       
|                                                                                                                   
|Air Transportation - 0.1%                                                                                          
|Continental Airlines, Inc. 3.5433% 6/2/13 (e)                                                                      
|Continental Airlines, Inc. 9.25% 5/10/17                                                                           
|Delta Air Lines, Inc. 9.5% 9/15/14 (c)                                                                             
|United Air Lines, Inc. 9.875% 8/1/13 (c)                                                                           
|                                                                                                                   
|Automotive - 0.6%                                                                                                  
|Delphi Corp. 5.875% 5/15/19                                                                                        
|General Motors Acceptance Corp. 2.6183% 12/1/14 (e)                                                                
|General Motors Financial Co., Inc. 4.75% 8/15/17 (c)                                                               
|                                                                                                                   
|Banks & Thrifts - 1.3%                                                                                             
|Ally Financial, Inc.:                                                                                              
|3.6375% 2/11/14 (e)                                                                                                
|4.625% 6/26/15                                                                                                     
|Bank of America Corp. 1.7333% 1/30/14 (e)                                                                          
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Banks & Thrifts - continued                                                                                        
|GMAC LLC 2.6183% 12/1/14 (e)                                                                                       
|Regions Financial Corp. 5.75% 6/15/15                                                                              
|                                                                                                                   
|Broadcasting - 0.3%                                                                                                
|Clear Channel Communications, Inc. 9% 12/15/19 (c)                                                                 
|Sirius XM Radio, Inc. 5.25% 8/15/22 (c)                                                                            
|Starz LLC/Starz Finance Corp. 5% 9/15/19 (c)                                                                       
|Univision Communications, Inc. 6.75% 9/15/22 (c)                                                                   
|                                                                                                                   
|Building Materials - 0.1%                                                                                          
|Nortek, Inc. 8.5% 4/15/21 (c)                                                                                      
|Cable TV - 0.1%                                                                                                    
|Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625% 11/15/17 (c)                                      
|Virgin Media Finance PLC 4.875% 2/15/22                                                                            
|                                                                                                                   
|Capital Goods - 0.0%                                                                                               
|Shale-Inland Holdings LLC/Shale-Inland Finance Corp. 8.75% 11/15/19 (c)(d)                                         
|Chemicals - 0.1%                                                                                                   
|Georgia Gulf Corp. 9% 1/15/17 (c)                                                                                  
|LyondellBasell Industries NV 6% 11/15/21                                                                           
|Nufarm Australia Ltd. 6.375% 10/15/19 (c)                                                                          
|                                                                                                                   
|Consumer Products - 0.1%                                                                                           
|Libbey Glass, Inc. 6.875% 5/15/20 (c)                                                                              
|Reddy Ice Corp. 11.25% 3/15/15                                                                                     
|Spectrum Brands Holdings, Inc. 9.5% 6/15/18 (c)                                                                    
|                                                                                                                   
|Containers - 1.3%                                                                                                  
|Ardagh Packaging Finance PLC 7.375% 10/15/17 (c)                                                                   
|Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc. 7.375% 10/15/17 (c)                                    
|Berry Plastics Corp.:                                                                                              
|5.0903% 2/15/15 (e)                                                                                                
|8.25% 11/15/15                                                                                                     
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Containers - continued                                                                                             
|Crown Americas LLC/Capital Corp. II 7.625% 5/15/17                                                                 
|Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg)
SA 5.75% 10/15/20 (c)     
|                                                                                                                   
|Diversified Financial Services - 1.4%                                                                              
|CIT Group, Inc.:                                                                                                   
|4.75% 2/15/15 (c)                                                                                                  
|5% 5/15/17                                                                                                         
|5.25% 4/1/14 (c)                                                                                                   
|International Lease Finance Corp.:                                                                                 
|4.875% 4/1/15                                                                                                      
|5.625% 9/20/13                                                                                                     
|5.875% 5/1/13                                                                                                      
|6.25% 5/15/19                                                                                                      
|6.375% 3/25/13                                                                                                     
|SLM Corp.:                                                                                                         
|0.6153% 1/27/14 (e)                                                                                                
|4.625% 9/25/17                                                                                                     
|                                                                                                                   
|Diversified Media - 0.3%                                                                                           
|Clear Channel Worldwide Holdings, Inc.:                                                                            
|Series A, 9.25% 12/15/17                                                                                           
|Series B, 9.25% 12/15/17                                                                                           
|                                                                                                                   
|Electric Utilities - 0.8%                                                                                          
|Calpine Construction Finance Co. LP 8% 6/1/16 (c)                                                                  
|Energy Future Holdings Corp. 10% 1/15/20                                                                           
|Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:                       
|10% 12/1/20                                                                                                        
|11.75% 3/1/22 (c)                                                                                                  
|NRG Energy, Inc. 6.625% 3/15/23 (c)                                                                                
|The AES Corp. 7.75% 3/1/14                                                                                         
|                                                                                                                   
|Energy - 0.2%                                                                                                      
|Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp. 6.625% 10/1/20 (c)                                         
|Continental Resources, Inc. 7.125% 4/1/21                                                                          
|Drill Rigs Holdings, Inc. 6.5% 10/1/17 (c)                                                                         
|Stone Energy Corp. 7.5% 11/15/22 (d)                                                                               
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Energy - continued                                                                                                 
|Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375% 8/1/22 (c)                               
|Tesoro Corp. 4.25% 10/1/17                                                                                         
|                                                                                                                   
|Environmental - 0.0%                                                                                               
|Clean Harbors, Inc. 5.25% 8/1/20 (c)                                                                               
|Gaming - 0.0%                                                                                                      
|Ameristar Casinos, Inc. 7.5% 4/15/21 (c)                                                                           
|Healthcare - 0.5%                                                                                                  
|Community Health Systems, Inc. 5.125% 8/15/18                                                                      
|DaVita, Inc. 5.75% 8/15/22                                                                                         
|Health Management Associates, Inc. 7.375% 1/15/20                                                                  
|Tenet Healthcare Corp.:                                                                                            
|4.75% 6/1/20 (c)                                                                                                   
|8.875% 7/1/19                                                                                                      
|                                                                                                                   
|Insurance - 0.0%                                                                                                   
|CNO Financial Group, Inc. 6.375% 10/1/20 (c)                                                                       
|Metals/Mining - 0.3%                                                                                               
|CONSOL Energy, Inc. 8% 4/1/17                                                                                      
|FMG Resources (August 2006) Pty Ltd. 7% 11/1/15 (c)                                                                
|Peabody Energy Corp. 6% 11/15/18                                                                                   
|                                                                                                                   
|Paper - 0.1%                                                                                                       
|AbitibiBowater, Inc. 10.25% 10/15/18                                                                               
|Boise Cascade LLC/Boise Cascade Finance Corp. 6.375% 11/1/20 (c)                                                   
|P.H. Glatfelter Co. 5.375% 10/15/20 (c)                                                                            
|Verso Paper Holdings LLC/Verso Paper, Inc. 11.75% 1/15/19 (c)                                                      
|                                                                                                                   
|Services - 0.4%                                                                                                    
|ARAMARK Corp. 3.9446% 2/1/15 (e)                                                                                   
|Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 2.9345% 5/15/14 (e)                                           
|Laureate Education, Inc. 9.25% 9/1/19 (c)(d)                                                                       
|TransUnion Holding Co., Inc. 9.625% 6/15/18 pay-in-kind (e)                                                        
|United Rentals North America, Inc. 6.125% 6/15/23                                                                  
|                                                                                                                   
|Nonconvertible Bonds - continued                                                                                   
|                                                                                                                   
|Shipping - 0.1%                                                                                                    
|Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17                               
|Ultrapetrol (Bahamas) Ltd. 9% 11/24/14                                                                             
|                                                                                                                   
|Super Retail - 0.1%                                                                                                
|Dollar General Corp. 4.125% 7/15/17                                                                                
|Sally Holdings LLC 5.75% 6/1/22                                                                                    
|                                                                                                                   
|Technology - 0.5%                                                                                                  
|First Data Corp. 6.75% 11/1/20 (c)                                                                                 
|NCR Corp. 5% 7/15/22 (c)                                                                                           
|NXP BV/NXP Funding LLC 3.0903% 10/15/13 (e)                                                                        
|                                                                                                                   
|Telecommunications - 1.8%                                                                                          
|Cequel Communications Escrow 1 LLC/Cequel Communications Escrow Capital Corp. 6.375%
9/15/20 (c)                   
|Intelsat Jackson Holdings SA 6.625% 12/15/22 (c)                                                                   
|iPCS, Inc.:                                                                                                        
|2.5696% 5/1/13 (e)                                                                                                 
|3.7159% 5/1/14 pay-in-kind (e)                                                                                     
|Qwest Corp. 3.6388% 6/15/13 (e)                                                                                    
|Sprint Capital Corp. 6.875% 11/15/28                                                                               
|Sprint Nextel Corp. 9% 11/15/18 (c)                                                                                
|Telesat Canada/Telesat LLC 6% 5/15/17 (c)                                                                          
|                                                                                                                   
|TOTAL NONCONVERTIBLE BONDS
(Cost $1,076,563)                                                                       

|Common Stocks - 0.2%                                   
|-------------------------------------------------------
|                                                       
|Broadcasting - 0.0%                                    
|Cumulus Media, Inc. Class A (a)                        
|ION Media Networks, Inc. (a)                           
|                                                       
|Chemicals - 0.2%                                       
|LyondellBasell Industries NV Class A                   
|Diversified Financial Services - 0.0%                  
|Newhall Holding Co. LLC Class A (a)                    
|Common Stocks - continued                              
|                                                       
|Electric Utilities - 0.0%                              
|Calpine Corp. (a)                                      
|Entertainment/Film - 0.0%                              
|Metro-Goldwyn-Mayer, Inc. (a)                          
|Hotels - 0.0%                                          
|Tropicana Las Vegas Hotel & Casino, Inc. Class A (a)   
|Paper - 0.0%                                           
|White Birch Cayman Holdings Ltd.                       
|Publishing/Printing - 0.0%                             
|HMH Holdings, Inc. warrants 6/22/19 (a)(g)             
|Telecommunications - 0.0%                              
|FairPoint Communications, Inc. (a)                     
|TOTAL COMMON STOCKS
(Cost $18,466)                     
|Other - 0.0%                                           
|                                                       
|Other - 0.0%                                           
|Idearc, Inc. Claim (a)
(Cost $0)                       
|Money Market Funds - 13.6%                             
|                                                       
|Fidelity Cash Central Fund, 0.19% (b)
(Cost $1,447,930)
|TOTAL INVESTMENT PORTFOLIO - 101.9%
(Cost $10,699,982) 
|NET OTHER ASSETS (LIABILITIES) - (1.9)%                
|NET ASSETS - 100%                                      

|Legend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)	Non-income producing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)	Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized
seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In
addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm,
are available on the SEC's website or upon request.
|(c)	Security 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 $347,319,000 or 3.3% of net assets.                                                                                                                                                                                                                    
|(d)	Security or a portion of the security purchased on a delayed delivery or when-issued basis.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(e)	Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.                                                                                                                                                                                                                                                                                                                                                                                                                              
|(f)	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 $730,000 and $730,000, respectively. The coupon rate will be determined at time of settlement.                                                                                                                                                                                                                                                          
|(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 $103,000 or 0.0% of net assets.                                                                                                                                                                                                                                                                       
|Additional information on each restricted holding is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|Security                            | Acquisition Date | Acquisition Cost (000s)
|----------------------------------- | ---------------- | -----------------------
|HMH Holdings, Inc. warrants 6/22/19 | 6/22/12          | $	26                   

|(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 | $	1,819                             

|Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or
methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation
inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial
Statements.

|Valuation Inputs at Reporting Date:
|-----------------------------------
|Description
(Amounts in thousands) 
|Investments in Securities:         
|Equities:                          
|Consumer Discretionary             
|Financials                         
|Materials                          
|Telecommunication Services         
|Utilities                          
|Floating Rate Loans                
|Corporate Bonds                    
|Other                              
|Money Market Funds                 
|Total Investments in Securities:   

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, 2012
|------------------------------------------------------------------------------------------------------ | ----------------
|                                                                                                       |                 
|Assets                                                                                                 |                 
|Investment in securities, at value - See accompanying schedule:
Unaffiliated issuers (cost $9,252,052) | $	9,358,469     
|Fidelity Central Funds (cost $1,447,930)                                                               | 1,447,930       
|Total Investments (cost $10,699,982)                                                                   |                 
|Cash                                                                                                   |                 
|Receivable for investments sold                                                                        |                 
|Receivable for fund shares sold                                                                        |                 
|Interest receivable                                                                                    |                 
|Distributions receivable from Fidelity Central Funds                                                   |                 
|Other receivables                                                                                      |                 
|Total assets                                                                                           |                 
|                                                                                                       |                 
|Liabilities                                                                                            |                 
|Payable for investments purchased 
Regular delivery                                                    | $	457,238       
|Delayed delivery                                                                                       | 8,945           
|Payable for fund shares redeemed                                                                       | 16,918          
|Distributions payable                                                                                  | 6,935           
|Accrued management fee                                                                                 | 4,961           
|Distribution and service plan fees payable                                                             | 1,007           
|Other affiliated payables                                                                              | 1,318           
|Other payables and accrued expenses                                                                    | 160             
|Total liabilities                                                                                      |                 
|                                                                                                       |                 
|Net Assets                                                                                             |                 
|Net Assets consist of:                                                                                 |                 
|Paid in capital                                                                                        |                 
|Undistributed net investment income                                                                    |                 
|Accumulated undistributed net realized gain (loss) on investments                                      |                 
|Net unrealized appreciation (depreciation) on investments                                              |                 
|Net Assets                                                                                             |                 

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, 2012
|------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                                      |                 
|Calculation of Maximum Offering PriceClass A:
Net Asset Value and redemption price per share  ($1,304,994 ÷ 131,222 shares)           |                 
|                                                                                                                                      |                 
|Maximum offering price per share (100/97.25 of $9.94)                                                                                 |                 
|Class T:
Net Asset Value and redemption price per share ($240,753 ÷ 24,242 shares)                                                    |                 
|                                                                                                                                      |                 
|Maximum offering price per share (100/97.25 of $9.93)                                                                                 |                 
|Class B:
Net Asset Value and offering price per share ($24,318 ÷ 2,449 shares)A                                                       |                 
|                                                                                                                                      |                 
|Class C:
Net Asset Value and offering price per share ($806,133 ÷ 81,077 shares)A                                                     |                 
|                                                                                                                                      |                 
|Fidelity Floating Rate High Income Fund:
Net Asset Value, offering price and redemption price per share ($5,720,469 ÷ 575,952 shares) |                 
|                                                                                                                                      |                 
|Institutional Class:
Net Asset Value, offering price and redemption price per share ($2,510,223 ÷ 252,923 shares)                     |                 

ARedemption 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, 2012
|----------------------------------------------------------------------------- | ---------------------------
|                                                                              |                            
|Investment Income                                                             |                            
|Dividends                                                                     |                            
|Interest                                                                      |                            
|Income from Fidelity Central Funds                                            |                            
|Total income                                                                  |                            
|                                                                              |                            
|Expenses                                                                      |                            
|Management fee                                                                | $	57,371                   
|Transfer agent fees                                                           | 13,894                     
|Distribution and service plan fees                                            | 12,417                     
|Accounting fees and expenses                                                  | 1,577                      
|Custodian fees and expenses                                                   | 136                        
|Independent trustees' compensation                                            | 67                         
|Registration fees                                                             | 344                        
|Audit                                                                         | 163                        
|Legal                                                                         | 36                         
|Miscellaneous                                                                 | 123                        
|Total expenses before reductions                                              | 86,128                     
|Expense reductions                                                            | (15)                       
|Net investment income (loss)                                                  |                            
|Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:              |                            
|Investment securities:                                                        |                            
|Unaffiliated issuers                                                          |                            
|Change in net unrealized appreciation (depreciation) on investment securities |                            
|Net gain (loss)                                                               |                            
|Netincrease (decrease) in net assets resulting from operations                |                            

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,
2012 | Year ended
October 31,
2011
|------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ---------------------------
|Increase (Decrease) in Net Assets                                                                                                           |                             |                            
|Operations                                                                                                                                  |                             |                            
|Net investment income (loss)                                                                                                                | $	366,256                   | $	346,197                  
|Net realized gain (loss)                                                                                                                    | 23,583                      | 42,915                     
|Change in net unrealized appreciation (depreciation)                                                                                        | 177,284                     | (245,127)                  
|Netincrease (decrease) in net assets resulting
from operations                                                                              | 567,123                     | 143,985                    
|Distributions to shareholders from net investment income                                                                                    | (350,713)                   | (309,951)                  
|Share transactions - net increase (decrease)                                                                                                | 256,075                     | 3,623,748                  
|Redemption fees                                                                                                                             | 419                         | 1,302                      
|Total increase (decrease) in net assets                                                                                                     | 472,904                     | 3,459,084                  
|                                                                                                                                            |                             |                            
|Net Assets                                                                                                                                  |                             |                            
|Beginning of period                                                                                                                         | 10,133,986                  | 6,674,902                  
|End of period (including undistributed net investment income of $141,371 and undistributed
net investment income of $129,183, respectively) | $	10,606,890                | $	10,133,986               

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

Annual Report

## Financial Highlights - Class A

|Years ended October 31,                    | 2012    | 2011    | 2010    | 2009   | 2008    
|------------------------------------------ | ------- | ------- | ------- | ------ | --------
|Selected Per-Share Data                    |         |         |         |        |         
|Net asset value, beginning of period       | $	9.73  | $	9.79  | $	9.31  | $	8.00 | $	9.75  
|Income from Investment Operations          |         |         |         |        |         
|Net investment income (loss) C             | .340    | .317    | .391    | .354   | .476    
|Net realized and unrealized gain (loss)    | .195    | (.080)  | .425    | 1.232  | (1.779) 
|Total from investment operations           | .535    | .237    | .816    | 1.586  | (1.303) 
|Distributions from net investment income   | (.325)  | (.298)  | (.287)  | (.278) | (.448)  
|Distributions from net realized gain       | -       | -       | (.050)  | -      | -       
|Total distributions                        | (.325)  | (.298)  | (.337)  | (.278) | (.448)  
|Redemption fees added to paid in capital C | -G      | .001    | .001    | .002   | .001    
|Net asset value, end of period             | $	9.94  | $	9.73  | $	9.79  | $	9.31 | $	8.00  
|Total ReturnA,B                            | 5.60%   | 2.46%   | 8.96%   | 20.31% | (13.87)%
|Ratios to Average Net AssetsD,F            |         |         |         |        |         
|Expenses before reductions                 | .99%    | 1.00%   | 1.03%   | 1.05%  | 1.06%   
|Expenses net of fee waivers, if any        | .99%    | 1.00%   | 1.03%   | 1.05%  | 1.06%   
|Expenses net of all reductions             | .99%    | 1.00%   | 1.03%   | 1.04%  | 1.06%   
|Net investment income (loss)               | 3.47%   | 3.25%   | 4.11%   | 4.09%  | 5.13%   
|Supplemental Data                          |         |         |         |        |         
|Net assets, end of period (in millions)    | $	1,305 | $	1,587 | $	1,064 | $	518  | $	192   
|Portfolio turnover rate E                  | 49%     | 54%     | 43%     | 25%    | 16%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Class T

|Years ended October 31,                    | 2012   | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------ | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |        |        |        |        |         
|Net asset value, beginning of period       | $	9.72 | $	9.77 | $	9.30 | $	8.00 | $	9.73  
|Income from Investment Operations          |        |        |        |        |         
|Net investment income (loss) C             | .330   | .312   | .391   | .349   | .481    
|Net realized and unrealized gain (loss)    | .195   | (.070) | .416   | 1.228  | (1.762) 
|Total from investment operations           | .525   | .242   | .807   | 1.577  | (1.281) 
|Distributions from net investment income   | (.315) | (.293) | (.288) | (.279) | (.450)  
|Distributions from net realized gain       | -      | -      | (.050) | -      | -       
|Total distributions                        | (.315) | (.293) | (.338) | (.279) | (.450)  
|Redemption fees added to paid in capital C | -G     | .001   | .001   | .002   | .001    
|Net asset value, end of period             | $	9.93 | $	9.72 | $	9.77 | $	9.30 | $	8.00  
|Total ReturnA,B                            | 5.50%  | 2.51%  | 8.87%  | 20.20% | (13.66)%
|Ratios to Average Net AssetsD,F            |        |        |        |        |         
|Expenses before reductions                 | 1.09%  | 1.05%  | 1.02%  | 1.04%  | 1.03%   
|Expenses net of fee waivers, if any        | 1.09%  | 1.05%  | 1.02%  | 1.04%  | 1.03%   
|Expenses net of all reductions             | 1.09%  | 1.05%  | 1.02%  | 1.04%  | 1.03%   
|Net investment income (loss)               | 3.37%  | 3.19%  | 4.12%  | 4.10%  | 5.16%   
|Supplemental Data                          |        |        |        |        |         
|Net assets, end of period (in millions)    | $	241  | $	271  | $	242  | $	143  | $	134   
|Portfolio turnover rate E                  | 49%    | 54%    | 43%    | 25%    | 16%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Class B

|Years ended October 31,                    | 2012   | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------ | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |        |        |        |        |         
|Net asset value, beginning of period       | $	9.72 | $	9.77 | $	9.30 | $	7.99 | $	9.73  
|Income from Investment Operations          |        |        |        |        |         
|Net investment income (loss) C             | .288   | .266   | .341   | .305   | .432    
|Net realized and unrealized gain (loss)    | .195   | (.070) | .416   | 1.238  | (1.771) 
|Total from investment operations           | .483   | .196   | .757   | 1.543  | (1.339) 
|Distributions from net investment income   | (.273) | (.247) | (.238) | (.235) | (.402)  
|Distributions from net realized gain       | -      | -      | (.050) | -      | -       
|Total distributions                        | (.273) | (.247) | (.288) | (.235) | (.402)  
|Redemption fees added to paid in capital C | -G     | .001   | .001   | .002   | .001    
|Net asset value, end of period             | $	9.93 | $	9.72 | $	9.77 | $	9.30 | $	7.99  
|Total ReturnA,B                            | 5.05%  | 2.03%  | 8.30%  | 19.74% | (14.21)%
|Ratios to Average Net AssetsD,F            |        |        |        |        |         
|Expenses before reductions                 | 1.52%  | 1.52%  | 1.55%  | 1.56%  | 1.56%   
|Expenses net of fee waivers, if any        | 1.52%  | 1.52%  | 1.55%  | 1.55%  | 1.55%   
|Expenses net of all reductions             | 1.52%  | 1.52%  | 1.55%  | 1.55%  | 1.55%   
|Net investment income (loss)               | 2.94%  | 2.72%  | 3.59%  | 3.59%  | 4.64%   
|Supplemental Data                          |        |        |        |        |         
|Net assets, end of period (in millions)    | $	24   | $	32   | $	43   | $	44   | $	42    
|Portfolio turnover rate E                  | 49%    | 54%    | 43%    | 25%    | 16%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Class C

|Years ended October 31,                    | 2012   | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------ | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |        |        |        |        |         
|Net asset value, beginning of period       | $	9.73 | $	9.78 | $	9.31 | $	8.00 | $	9.74  
|Income from Investment Operations          |        |        |        |        |         
|Net investment income (loss) C             | .267   | .244   | .321   | .288   | .408    
|Net realized and unrealized gain (loss)    | .195   | (.070) | .415   | 1.235  | (1.770) 
|Total from investment operations           | .462   | .174   | .736   | 1.523  | (1.362) 
|Distributions from net investment income   | (.252) | (.225) | (.217) | (.215) | (.379)  
|Distributions from net realized gain       | -      | -      | (.050) | -      | -       
|Total distributions                        | (.252) | (.225) | (.267) | (.215) | (.379)  
|Redemption fees added to paid in capital C | -G     | .001   | .001   | .002   | .001    
|Net asset value, end of period             | $	9.94 | $	9.73 | $	9.78 | $	9.31 | $	8.00  
|Total ReturnA,B                            | 4.81%  | 1.80%  | 8.05%  | 19.43% | (14.41)%
|Ratios to Average Net AssetsD,F            |        |        |        |        |         
|Expenses before reductions                 | 1.74%  | 1.74%  | 1.76%  | 1.78%  | 1.80%   
|Expenses net of fee waivers, if any        | 1.74%  | 1.74%  | 1.76%  | 1.78%  | 1.80%   
|Expenses net of all reductions             | 1.74%  | 1.74%  | 1.76%  | 1.78%  | 1.80%   
|Net investment income (loss)               | 2.72%  | 2.50%  | 3.38%  | 3.35%  | 4.39%   
|Supplemental Data                          |        |        |        |        |         
|Net assets, end of period (in millions)    | $	806  | $	852  | $	622  | $	335  | $	199   
|Portfolio turnover rate E                  | 49%    | 54%    | 43%    | 25%    | 16%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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.

GAmount represents less than $.001 per share.

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,                    | 2012    | 2011    | 2010    | 2009    | 2008    
|------------------------------------------ | ------- | ------- | ------- | ------- | --------
|Selected Per-Share Data                    |         |         |         |         |         
|Net asset value, beginning of period       | $	9.72  | $	9.77  | $	9.30  | $	8.00  | $	9.74  
|Income from Investment Operations          |         |         |         |         |         
|Net investment income (loss) B             | .368    | .345    | .418    | .377    | .508    
|Net realized and unrealized gain (loss)    | .195    | (.070)  | .417    | 1.225   | (1.771) 
|Total from investment operations           | .563    | .275    | .835    | 1.602   | (1.263) 
|Distributions from net investment income   | (.353)  | (.326)  | (.316)  | (.304)  | (.478)  
|Distributions from net realized gain       | -       | -       | (.050)  | -       | -       
|Total distributions                        | (.353)  | (.326)  | (.366)  | (.304)  | (.478)  
|Redemption fees added to paid in capital B | -F      | .001    | .001    | .002    | .001    
|Net asset value, end of period             | $	9.93  | $	9.72  | $	9.77  | $	9.30  | $	8.00  
|Total ReturnA                              | 5.91%   | 2.86%   | 9.18%   | 20.55%  | (13.49)%
|Ratios to Average Net AssetsC,E            |         |         |         |         |         
|Expenses before reductions                 | .71%    | .71%    | .73%    | .75%    | .73%    
|Expenses net of fee waivers, if any        | .71%    | .71%    | .73%    | .75%    | .73%    
|Expenses net of all reductions             | .71%    | .71%    | .73%    | .75%    | .73%    
|Net investment income (loss)               | 3.75%   | 3.53%   | 4.41%   | 4.39%   | 5.46%   
|Supplemental Data                          |         |         |         |         |         
|Net assets, end of period (in millions)    | $	5,720 | $	5,399 | $	3,566 | $	2,354 | $	1,292 
|Portfolio turnover rate D                  | 49%     | 54%     | 43%     | 25%     | 16%     

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

BCalculated based on average shares outstanding during the period.

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

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

EExpense 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.

FAmount represents less than $.001 per share.

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

Annual Report

## Financial Highlights - Institutional Class

|Years ended October 31,                    | 2012    | 2011    | 2010    | 2009   | 2008    
|------------------------------------------ | ------- | ------- | ------- | ------ | --------
|Selected Per-Share Data                    |         |         |         |        |         
|Net asset value, beginning of period       | $	9.71  | $	9.77  | $	9.29  | $	7.99 | $	9.73  
|Income from Investment Operations          |         |         |         |        |         
|Net investment income (loss) B             | .363    | .341    | .415    | .379   | .503    
|Net realized and unrealized gain (loss)    | .196    | (.079)  | .427    | 1.221  | (1.769) 
|Total from investment operations           | .559    | .262    | .842    | 1.600  | (1.266) 
|Distributions from net investment income   | (.349)  | (.323)  | (.313)  | (.302) | (.475)  
|Distributions from net realized gain       | -       | -       | (.050)  | -      | -       
|Total distributions                        | (.349)  | (.323)  | (.363)  | (.302) | (.475)  
|Redemption fees added to paid in capital B | -F      | .001    | .001    | .002   | .001    
|Net asset value, end of period             | $	9.92  | $	9.71  | $	9.77  | $	9.29 | $	7.99  
|Total ReturnA                              | 5.87%   | 2.72%   | 9.27%   | 20.54% | (13.54)%
|Ratios to Average Net AssetsC,E            |         |         |         |        |         
|Expenses before reductions                 | .75%    | .75%    | .76%    | .77%   | .77%    
|Expenses net of fee waivers, if any        | .75%    | .75%    | .76%    | .77%   | .77%    
|Expenses net of all reductions             | .75%    | .75%    | .76%    | .77%   | .76%    
|Net investment income (loss)               | 3.71%   | 3.50%   | 4.38%   | 4.36%  | 5.43%   
|Supplemental Data                          |         |         |         |        |         
|Net assets, end of period (in millions)    | $	2,510 | $	1,992 | $	1,138 | $	469  | $	138   
|Portfolio turnover rate D                  | 49%     | 54%     | 43%     | 25%    | 16%     

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

BCalculated based on average shares outstanding during the period.

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

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

EExpense 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.

FAmount represents less than $.001 per share.

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

Annual Report

---

# Notes to Financial Statements

For the period ended October 31, 2012

(Amounts in thousands except percentages)

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

2. Investments in Fidelity Central Funds.

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

Annual Report

3. Significant Accounting Policies - continued

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

Security Valuation.Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation
policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing
vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be
fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in
determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The
frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the
Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who
make markets in such securities. For corporate bonds and floating rate loans, pricing vendors utilize matrix pricing which considers yield or price
of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar
factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending
on the circumstances. 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

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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. Dividend income is recorded on the ex-dividend
date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is
informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities
received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments
and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or
capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes
coupon interest and amortization of premium and accretion of discount on debt securities. The Fund earns certain fees in connection with its
floating rate loan purchasing activities.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

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 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                                                  | $	236,102   
|------------------------------------------------------------------------------ | ------------
|Gross unrealized depreciation                                                  | (35,902)    
|Net unrealized appreciation (depreciation) on securities and other investments | $	200,200   
|                                                                               |             
|Tax Cost                                                                       | $	10,606,199

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

|Undistributed ordinary income              | $	49,369  
|------------------------------------------ | ----------
|Capital loss carryforward                  | $	(89,569)
|Net unrealized appreciation (depreciation) | $	200,200 

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.
Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in
taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that
expire. Capital loss carryforwards were as follows:

|Fiscal year of expiration       |           
|------------------------------- | ----------
|2016                            | $	(50,512)
|2017                            | (39,057)  
|Total capital loss carryforward | $	(89,569)

The tax character of distributions paid was as follows:

|                | October 31, 2012 | October 31, 2011
|--------------- | ---------------- | ----------------
|Ordinary Income | $	350,713        | $ 	309,951      

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.

Delayed Delivery Transactions and When-Issued Securities.During the period, the Fund transacted in securities on a delayed delivery or
when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying
securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies
securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of
the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to
political, economic, or other factors.

Annual Report

3. Significant Accounting Policies - continued

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 invests in direct debt instruments which are interests in amounts owed to lenders by
corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing
commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired
through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the
agent bank and/or borrower prior to the sale of these loans. The Fund also invests in unfunded loan commitments, which are contractual obligations for future funding. Information regarding unfunded commitments is included at the end of the Fund's Schedule of Investments.

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

4. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of floating rate loans), other than short-term securities, aggregated $4,434,439
and $4,611,065, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly
management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net
assets and an annualized group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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%        | $	3,464    | $	134          
|Class T | -%               | .25%        | 628        | 3              
|Class B | .55%             | .15%        | 192        | 151            
|Class C | .75%             | .25%        | 8,133      | 1,801          
|        |                  |             | $	12,417   | $	2,089        

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on
Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 3.50% to 1.00% for Class B shares, 1.00% for Class C
shares, 1.00% or .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

|         | Retained
by FDC
|-------- | ---------------
|Class A  | $	133          
|Class T  | 13             
|Class B* | 43             
|Class C* | 148            
|         | $	337          

*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

5. 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                                 | $	2,079  | .15                    
|Class T                                 | 629      | .25                    
|Class B                                 | 63       | .23                    
|Class C                                 | 1,230    | .15                    
|Fidelity Floating Rate High Income Fund | 6,420    | .12                    
|Institutional Class                     | 3,473    | .16                    
|                                        | $	13,894 |                        

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 each month.

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 fourteen dollars for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for
temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $28 and is reflected in Miscellaneous expenses on the Statement of
Operations. During the period, there were no borrowings on this line of credit.

7. 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 $15.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

|Years ended October 31,                 | 2012      | 2011     
|--------------------------------------- | --------- | ---------
|From net investment income              |           |          
|Class A                                 | $	46,515  | $	46,926 
|Class T                                 | 8,143     | 8,530    
|Class B                                 | 780       | 998      
|Class C                                 | 20,972    | 18,564   
|Fidelity Floating Rate High Income Fund | 197,172   | 173,777  
|Institutional Class                     | 77,131    | 61,156   
|Total                                   | $	350,713 | $	309,951

9. Share Transactions.

Transactions for each class of shares were as follows:

|                                        | Shares    | Dollars  
|--------------------------------------- | --------- | ---------
|Years ended October 31,                 | 2012      | 2011     
|Class A                                 |           |          
|Shares sold                             | 31,124    | 130,538  
|Reinvestment of distributions           | 3,572     | 3,698    
|Shares redeemed                         | (66,588)  | (79,802) 
|Net increase (decrease)                 | (31,892)  | 54,434   
|Class T                                 |           |          
|Shares sold                             | 2,896     | 12,540   
|Reinvestment of distributions           | 704       | 732      
|Shares redeemed                         | (7,230)   | (10,203) 
|Net increase (decrease)                 | (3,630)   | 3,069    
|Class B                                 |           |          
|Shares sold                             | 156       | 912      
|Reinvestment of distributions           | 59        | 73       
|Shares redeemed                         | (1,070)   | (2,112)  
|Net increase (decrease)                 | (855)     | (1,127)  
|Class C                                 |           |          
|Shares sold                             | 12,695    | 47,996   
|Reinvestment of distributions           | 1,512     | 1,307    
|Shares redeemed                         | (20,709)  | (25,248) 
|Net increase (decrease)                 | (6,502)   | 24,055   
|Fidelity Floating Rate High Income Fund |           |          
|Shares sold                             | 164,358   | 455,198  
|Reinvestment of distributions           | 16,695    | 14,710   
|Shares redeemed                         | (160,631) | (279,260)
|Net increase (decrease)                 | 20,422    | 190,648  
|Institutional Class                     |           |          
|Shares sold                             | 109,592   | 192,248  
|Reinvestment of distributions           | 3,772     | 3,053    
|Shares redeemed                         | (65,596)  | (106,613)
|Net increase (decrease)                 | 47,768    | 88,688   

Annual Report

10. 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, 2012, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 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, 2012, 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 Floating Rate High Income Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 19, 2012

Annual Report

---

# Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, each of the Trustees oversees 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey 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. In addition, the Independent Trustees have worked with FMR to enhance
the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not
limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio
management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management
program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further
under "Standing Committees of the Fund's Trustees."
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.

Annual Report

Interested Trustees*:

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

|Name, Age; Principal Occupations and Other Relevant Experience+
|---------------------------------------------------------------
|James C. Curvey (77)                                           
|                                                               
|Ronald P. O'Hanley (55)                                        
|                                                               

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

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

Annual Report

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 (64)                                           
|                                                               
|Alan J. Lacy (59)                                              
|                                                               
|Ned C. Lautenbach (68)                                         
|                                                               
|Joseph Mauriello (68)                                          
|                                                               
|Robert W. Selander (62)                                        
|                                                               
|Cornelia M. Small (68)                                         
|                                                               
|William S. Stavropoulos (73)                                   
|                                                               
|David M. Thomas (63)                                           
|                                                               
|Michael E. Wiley (62)                                          
|                                                               

+	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 Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts
02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82
Devonshire Street, Boston, Massachusetts 02109.

|Name, Age; Principal Occupation
|-------------------------------
|Edward C. Johnson 3d (82)      
|                               
|Peter S. Lynch (68)            
|                               
|David A. Rosow (70)            
|                               
|Garnett A. Smith (65)          
|                               
|Kenneth B. Robins (43)         
|                               
|Brian B. Hogan (48)            
|                               
|Thomas C. Hense (48)           
|                               
|Scott C. Goebel (44)           
|                               
|William C. Coffey (43)         
|                               
|Elizabeth Paige Baumann (44)   
|                               
|Christine Reynolds (54)        
|                               
|Joseph A. Hanlon (44)          
|                               
|Joseph F. Zambello (55)        
|                               
|Adrien E. Deberghes (45)       
|                               
|Stephen Sadoski (41)           
|                               
|Stephanie J. Dorsey (43)       
|                               
|John R. Hebble (54)            
|                               
|Gary W. Ryan (54)              
|                               
|Jonathan Davis (44)            
|                               

Annual Report

---

# Distributions (Unaudited)

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

|                    | Pay Date | Record Date | Capital Gains
|------------------- | -------- | ----------- | -------------
|Institutional Class | 12/10/12 | 12/07/12    | $0.049       

A total of 0.11% 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 $261,539,393 of distributions paid during the period January 1, 2012 to October 31, 2012 as qualifying to be taxed as
interest-related dividends for nonresident alien shareholders.

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

Annual Report

---

# Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's
Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing
committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject
matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the
services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's
management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by
Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and
(v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of
compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's
relative investment performance for each class measured over multiple periods against (i) a proprietary custom index, and (ii) a peer group of
mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-,
and five-year periods ended December 31, 2011, 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 (top of box)
and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below
the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the
percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom
index is an index developed by FMR that represents the performance of the fund's general investment categories.

Annual Report

Fidelity Advisor Floating Rate High Income Fund

wsd378

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the
fund was in the second quartile for the one-year period, the fourth quartile for the three-year period, and the first 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 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, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should
benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The
group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped
Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several
Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing
relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps.
"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 Floating Rate High Income Fund

wsd380

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.

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 0.55% to 0.45%. The Board considered that the chart reflects the fund's lower management fee for 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 Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class
expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The
Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current
and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to
those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. The Board considered that various
factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can
affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher
12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The
Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing
no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which
has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in
transfer agent fees may also cause expenses to vary from class to class.

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. The
Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared
Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in
services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

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

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

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

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

Annual Report

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds,
whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for
realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through
increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that the 2007
reduction in the fund's individual fund fee rate by 0.10% delivers significant economies to fund shareholders. The Board also noted that in 2009, it
and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such
economies of scale, and whether there is potential for realization of any further economies of scale.

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory
Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize
the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio
managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s)
that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential
impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology,
including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use
of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net
redemptions from the Fidelity funds.

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
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

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

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)

`AFRI-UANN-1212
1.784742.109`



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

High Income Advantage

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

Annual Report

October 31, 2012(Fidelity Cover Art)

---

# Contents

|Performance                                                         | (Click
Here) | How the fund has done over time.                                                                             
|------------------------------------------------------------------- | ------------ | -------------------------------------------------------------------------------------------------------------
|Management's Discussion of Fund
Performance                         | (Click
Here) | The Portfolio 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. © 2012 FMR LLC. All
rights reserved.

Annual Report



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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

---

# Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income
and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each
year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not
occurred. How a fund did yesterday is no guarantee of how it will do tomorrow. 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, 2012                     | Past 1
year | Past 5
years | Past 10
years
|-------------------------------------------------- | ----------- | ------------ | -------------
|Class A (incl. 4.00% sales charge)                 | 9.23%       | 5.06%        | 12.32%       
|Class T (incl. 4.00% sales charge)                 | 9.17%       | 5.07%        | 12.29%       
|Class B (incl. contingent deferred sales charge) A | 8.06%       | 4.89%        | 12.22%       
|Class C (incl. contingent deferred sales charge)B  | 11.85%      | 5.13%        | 11.90%       

AClass 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.

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

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® High Income Advantage Fund - Class A on October 31, 2002, 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 LynchSM
US High Yield Constrained Index performed over the same period.

wsd393

Annual Report

---

# Management's Discussion of Fund Performance

Market Recap: High-yield bonds gained 13.15% for the year ending October 31, 2012, according to The BofA Merrill LynchSM US High Yield
Constrained Index. Worry about eurozone sovereign debt and weak global economic growth failed to restrain the asset class amid favorable supply/demand technicals - with investors attracted to its yields in a very low interest rate environment - accommodative Federal Reserve monetary policy,
plentiful liquidity and a low default rate. High-yield bonds stalled in November before advancing strongly from December through February, then
modestly declined from March through May. The tide shifted in June, though, with the sector rallying as Greece elected a pro-euro government and
the Fed implemented a second round of "Operation Twist" to buoy economic growth. In July, soft corporate earnings and weak economic data were a
concern, but the market was supported by comments late in the month by European Central Bank (ECB) President Mario Draghi, who said the ECB
would do "whatever it takes" to protect the eurozone from collapsing. In August, weak global economic growth was outweighed by anticipation of
further monetary stimulus in the U.S. and abroad, which was announced in September by the Fed and the ECB, respectively. In October, high-yield
bonds overcame lackluster corporate earnings and lower near-term expectations for U.S. economic growth to post a positive return.

Comments from Harley Lank, Portfolio Manager of Fidelity Advisor®High Income Advantage Fund: For the year ending October
31, 2012, the fund's Class A, Class T, Class B and Class C shares returned 13.78%, 13.72%, 13.06% and 12.85%, respectively (excluding sales charges),
roughly in line with the BofA Merrill Lynch index. Security selection in health care and gaming helped, as did positioning in banks/thrifts and energy.
In terms of asset classes, the fund's allocation to high-yield bonds outperformed the index, as did an out-of-benchmark position in equities and our
investments in non-convertible preferred stocks. Litigation proceeds received by the fund also meaningfully contributed. On the downside, the fund's
modest cash position hurt in an up market. Additionally, security selection in technology, automotive/auto parts and textiles/apparel dampened relative
results. Top individual contributors included bank/thrift Ally Financial Group, wireless telecommunications company Clearwire, regional gaming firm
Station Casinos, chemicals company LyondellBasell Industries and timely ownership of oil/gas exploration and production (E&P) company Kodiak Oil
& Gas. Conversely, technology firm Alcatel-Lucent detracted, as did E&P company ATP Oil & Gas, apparel retailer Express, General Motors and gold
company AngloGold Ashanti. The last there securities mentioned were not part of the index.

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, 2012 to October 31,
2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use
the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account
value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class
of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.  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, 2012 | Ending
Account Value
October 31, 2012 | Expenses Paid
During Period*May 1, 2012
to October 31, 2012
|------------------- | ------------------------ | ----------------------------------- | ------------------------------------- | -----------------------------------------------------------
|Class A             | 1.02%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,054.50                            | $	5.27                                                     
|Hypothetical A      |                          | $	1,000.00                          | $	1,020.01                            | $	5.18                                                     
|Class T             | 1.01%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,054.30                            | $	5.22                                                     
|Hypothetical A      |                          | $	1,000.00                          | $	1,020.06                            | $	5.13                                                     
|Class B             | 1.74%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,051.10                            | $	8.97                                                     
|Hypothetical A      |                          | $	1,000.00                          | $	1,016.39                            | $	8.82                                                     
|Class C             | 1.77%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,049.70                            | $	9.12                                                     
|Hypothetical A      |                          | $	1,000.00                          | $	1,016.24                            | $	8.97                                                     
|Institutional Class | .77%                     |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,055.90                            | $	3.98                                                     
|Hypothetical A      |                          | $	1,000.00                          | $	1,021.27                            | $	3.91                                                     

A5% return per year before expenses

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period).

Annual Report

---

# Investment Changes (Unaudited)

|Top Five Holdings as of October 31, 2012                                                   
|-------------------------------------------------------------------------------------------
|(by issuer, excluding cash equivalents)                                                    
|International Lease Finance Corp.                                                          
|GMAC LLC                                                                                   
|Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding
Finance, Inc.
|HCA, Inc.                                                                                  
|Ally Financial Inc.                                                                        
|                                                                                           
|Top Five Market Sectors as of October 31, 2012                                             
|                                                                                           
|Telecommunications                                                                         
|Healthcare                                                                                 
|Energy                                                                                     
|Diversified Financial Services                                                             
|Electric Utilities                                                                         

|Quality Diversification (% of fund's net assets)
|------------------------------------------------
|As of October 31, 2012                          
|wsd242                                          
|wsd397                                          
|wsd245                                          
|wsd251                                          
|wsd258                                          
|wsd261                                          
|wsd408                                          
|wsd264                                          

wsd413

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

|Asset Allocation (% of fund's net assets)
|-----------------------------------------
|As of October 31, 2012*                  
|wsd242                                   
|wsd417                                   
|wsd248                                   
|wsd256                                   
|wsd261                                   
|wsd264                                   
|*Foreign investments                     

wsd428

†Amount represents less than 0.1%.

Annual Report

---

# Investments October 31, 2012

Showing Percentage of Net Assets

|Corporate Bonds - 67.8%                                                                               
|------------------------------------------------------------------------------------------------------
|                                                                                                      
|Convertible Bonds - 0.6%                                                                              
|Air Transportation - 0.2%                                                                             
|UAL Corp. 4.5% 6/30/21 (h)                                                                            
|Broadcasting - 0.0%                                                                                   
|Mood Media Corp. 10% 10/31/15 (h)                                                                     
|Energy - 0.3%                                                                                         
|Chesapeake Energy Corp. 2.75% 11/15/35                                                                
|Headwaters, Inc. 2.5% 2/1/14                                                                          
|                                                                                                      
|Metals/Mining - 0.1%                                                                                  
|Massey Energy Co. 3.25% 8/1/15                                                                        
|TOTAL CONVERTIBLE BONDS                                                                               
|Nonconvertible Bonds - 67.2%                                                                          
|Air Transportation - 0.6%                                                                             
|Continental Airlines, Inc.:                                                                           
|pass-thru trust certificates 6.903% 4/19/22                                                           
|3.5433% 6/2/13 (k)                                                                                    
|7.339% 4/19/14                                                                                        
|Continental Airlines, Inc. 9.25% 5/10/17                                                              
|United Air Lines, Inc. 9.875% 8/1/13 (h)                                                              
|United Air Lines, Inc. pass-thru trust certificates 9.75% 1/15/17                                     
|                                                                                                      
|Automotive - 3.3%                                                                                     
|ArvinMeritor, Inc. 8.125% 9/15/15                                                                     
|Continental Rubber of America Corp. 4.5% 9/15/19 (h)                                                  
|Delphi Corp.:                                                                                         
|5.875% 5/15/19                                                                                        
|6.125% 5/15/21                                                                                        
|Ford Motor Co. 6.625% 10/1/28                                                                         
|Ford Motor Credit Co. LLC:                                                                            
|4.25% 2/3/17                                                                                          
|5.75% 2/1/21                                                                                          
|5.875% 8/2/21                                                                                         
|General Motors Acceptance Corp. 8% 11/1/31                                                            
|General Motors Corp.:                                                                                 
|6.75% 5/1/28 (d)                                                                                      
|7.125% 7/15/13 (d)                                                                                    
|7.2% 1/15/11 (d)                                                                                      
|7.4% 9/1/25 (d)                                                                                       
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Automotive - continued                                                                                
|General Motors Corp.: - continued                                                                     
|7.7% 4/15/16 (d)                                                                                      
|8.25% 7/15/23 (d)                                                                                     
|8.375% 7/15/33 (d)                                                                                    
|General Motors Financial Co., Inc.:                                                                   
|4.75% 8/15/17 (h)                                                                                     
|6.75% 6/1/18                                                                                          
|International Automotive Components Group SA 9.125% 6/1/18 (h)                                        
|Tenneco, Inc. 6.875% 12/15/20                                                                         
|                                                                                                      
|Banks & Thrifts - 3.9%                                                                                
|Ally Financial, Inc.:                                                                                 
|4.625% 6/26/15                                                                                        
|5.5% 2/15/17                                                                                          
|7.5% 9/15/20                                                                                          
|8% 3/15/20                                                                                            
|GMAC LLC:                                                                                             
|8% 12/31/18                                                                                           
|8% 11/1/31                                                                                            
|Washington Mutual Bank 5.5% 1/15/13 (d)                                                               
|                                                                                                      
|Broadcasting - 0.5%                                                                                   
|AMC Networks, Inc. 7.75% 7/15/21                                                                      
|Clear Channel Communications, Inc.:                                                                   
|5.5% 9/15/14                                                                                          
|5.5% 12/15/16                                                                                         
|Mood Media Corp. 9.25% 10/15/20 (h)                                                                   
|                                                                                                      
|Building Materials - 1.1%                                                                             
|Associated Materials LLC 9.125% 11/1/17                                                               
|CEMEX SA de CV 5.3623% 9/30/15 (h)(k)                                                                 
|HD Supply, Inc. 8.125% 4/15/19 (h)                                                                    
|Isabelle Acquisition Sub, Inc. 10% 11/15/18 pay-in-kind (h)(k)                                        
|Nortek, Inc. 8.5% 4/15/21 (h)                                                                         
|Ply Gem Industries, Inc. 8.25% 2/15/18                                                                
|USG Corp. 7.875% 3/30/20 (h)                                                                          
|                                                                                                      
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Cable TV - 1.5%                                                                                       
|Bresnan Broadband Holdings LLC 8% 12/15/18 (h)                                                        
|Cablevision Systems Corp. 5.875% 9/15/22                                                              
|Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp.
13.5% 11/30/16
|DISH DBS Corp.:                                                                                       
|5.875% 7/15/22                                                                                        
|6.75% 6/1/21                                                                                          
|Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 7.5% 3/15/19 (h)                                  
|UPCB Finance III Ltd. 6.625% 7/1/20 (h)                                                               
|UPCB Finance VI Ltd. 6.875% 1/15/22 (h)                                                               
|                                                                                                      
|Capital Goods - 0.1%                                                                                  
|Anixter International, Inc. 5.625% 5/1/19                                                             
|Briggs & Stratton Corp. 6.875% 12/15/20                                                               
|                                                                                                      
|Chemicals - 0.9%                                                                                      
|INEOS Group Holdings PLC 8.5% 2/15/16 (h)                                                             
|Kinove German Bondco GmbH 9.625% 6/15/18 (h)                                                          
|MPM Escrow LLC/MPM Finance Escrow Corp. 8.875% 10/15/20 (h)                                           
|Rockwood Specialties Group, Inc. 4.625% 10/15/20                                                      
|TPC Group LLC 8.25% 10/1/17                                                                           
|                                                                                                      
|Consumer Products - 0.5%                                                                              
|Alphabet Holding Co., Inc. 7.75% 11/1/17 pay-in-kind (h)                                              
|Prestige Brands, Inc. 8.125% 2/1/20                                                                   
|Reddy Ice Corp. 11.25% 3/15/15                                                                        
|                                                                                                      
|Containers - 2.7%                                                                                     
|ARD Finance SA 11.125% 6/1/18 pay-in-kind (h)                                                         
|Ardagh Packaging Finance PLC:                                                                         
|7.375% 10/15/17 (h)                                                                                   
|9.125% 10/15/20 (h)                                                                                   
|Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc.:                                          
|7.375% 10/15/17 (h)                                                                                   
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Containers - continued                                                                                
|Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc.: - continued                              
|9.125% 10/15/20 (h)                                                                                   
|Consolidated Container Co. LLC/Consolidated Container Capital, Inc. 10.125% 7/15/20 (h)               
|Crown Americas LLC/Crown Americas Capital Corp. III 6.25% 2/1/21                                      
|Pretium Packaging LLC/Pretium Finance, Inc. 11.5% 4/1/16                                              
|Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg)
SA:          
|5.75% 10/15/20 (h)                                                                                    
|6.875% 2/15/21                                                                                        
|7.875% 8/15/19                                                                                        
|8.25% 2/15/21                                                                                         
|Tekni-Plex, Inc. 9.75% 6/1/19 (h)                                                                     
|                                                                                                      
|Diversified Financial Services - 6.8%                                                                 
|CIT Group, Inc.:                                                                                      
|4.25% 8/15/17                                                                                         
|4.75% 2/15/15 (h)                                                                                     
|5% 8/15/22                                                                                            
|5.25% 3/15/18                                                                                         
|5.375% 5/15/20                                                                                        
|5.5% 2/15/19 (h)                                                                                      
|Eileme 2 AB 11.625% 1/31/20 (h)                                                                       
|Icahn Enterprises LP/Icahn Enterprises Finance Corp.:                                                 
|8% 1/15/18                                                                                            
|8% 1/15/18 (h)                                                                                        
|International Lease Finance Corp.:                                                                    
|4.875% 4/1/15                                                                                         
|5.25% 1/10/13                                                                                         
|5.625% 9/20/13                                                                                        
|5.65% 6/1/14                                                                                          
|5.75% 5/15/16                                                                                         
|5.875% 5/1/13                                                                                         
|5.875% 4/1/19                                                                                         
|6.25% 5/15/19                                                                                         
|6.625% 11/15/13                                                                                       
|7.125% 9/1/18 (h)                                                                                     
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Diversified Financial Services - continued                                                            
|International Lease Finance Corp.: - continued                                                        
|8.625% 9/15/15                                                                                        
|8.625% 1/15/22                                                                                        
|Penson Worldwide, Inc. 12.5% 5/15/17 (h)                                                              
|Reliance Intermediate Holdings LP 9.5% 12/15/19 (h)                                                   
|                                                                                                      
|Diversified Media - 1.7%                                                                              
|Checkout Holding Corp. 0% 11/15/15 (h)                                                                
|Clear Channel Worldwide Holdings, Inc.:                                                               
|7.625% 3/15/20                                                                                        
|7.625% 3/15/20                                                                                        
|Lamar Media Corp.:                                                                                    
|5.875% 2/1/22                                                                                         
|7.875% 4/15/18                                                                                        
|Liberty Media Corp.:                                                                                  
|8.25% 2/1/30                                                                                          
|8.5% 7/15/29                                                                                          
|National CineMedia LLC:                                                                               
|6% 4/15/22 (h)                                                                                        
|7.875% 7/15/21                                                                                        
|Nielsen Finance LLC/Nielsen Finance Co.:                                                              
|4.5% 10/1/20 (h)                                                                                      
|7.75% 10/15/18                                                                                        
|11.625% 2/1/14                                                                                        
|WMG Acquisition Corp.:                                                                                
|6% 1/15/21 (h)                                                                                        
|9.5% 6/15/16                                                                                          
|                                                                                                      
|Electric Utilities - 6.9%                                                                             
|Atlantic Power Corp. 9% 11/15/18                                                                      
|Calpine Corp. 7.875% 1/15/23 (h)                                                                      
|Energy Future Holdings Corp. 10% 1/15/20                                                              
|Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:          
|10% 12/1/20                                                                                           
|11% 10/1/21                                                                                           
|11.75% 3/1/22 (h)                                                                                     
|Everest Acquisition LLC / Everest Acquisition Finance, Inc.:                                          
|6.875% 5/1/19 (h)                                                                                     
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Electric Utilities - continued                                                                        
|Everest Acquisition LLC / Everest Acquisition Finance, Inc.: - continued                              
|9.375% 5/1/20 (h)                                                                                     
|GenOn Energy, Inc.:                                                                                   
|9.5% 10/15/18                                                                                         
|9.875% 10/15/20                                                                                       
|InterGen NV 9% 6/30/17 (h)                                                                            
|Mirant Americas Generation LLC:                                                                       
|8.5% 10/1/21                                                                                          
|9.125% 5/1/31                                                                                         
|NRG Energy, Inc. 6.625% 3/15/23 (h)                                                                   
|Puget Energy, Inc.:                                                                                   
|5.625% 7/15/22 (h)                                                                                    
|6% 9/1/21                                                                                             
|6.5% 12/15/20                                                                                         
|RRI Energy, Inc. 7.625% 6/15/14                                                                       
|The AES Corp. 7.375% 7/1/21                                                                           
|TXU Corp.:                                                                                            
|5.55% 11/15/14                                                                                        
|6.5% 11/15/24                                                                                         
|6.55% 11/15/34                                                                                        
|                                                                                                      
|Energy - 6.8%                                                                                         
|AmeriGas Finance LLC/AmeriGas Finance Corp.:                                                          
|6.75% 5/20/20                                                                                         
|7% 5/20/22                                                                                            
|Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp. 8.75% 6/15/18                                 
|ATP Oil & Gas Corp. 11.875% 5/1/15 (d)                                                                
|Crestwood Midstream Partners LP / Finance Corp. 7.75% 4/1/19                                          
|Drill Rigs Holdings, Inc. 6.5% 10/1/17 (h)                                                            
|Edgen Murray Corp. 8.75% 11/1/20 (h)                                                                  
|El Paso Energy Corp. 7.75% 1/15/32                                                                    
|EP Energy LLC/Everest Acquisition Finance, Inc. 7.75% 9/1/22 (h)                                      
|EV Energy Partners LP/EV Energy Finance Corp. 8% 4/15/19                                              
|Ferrellgas LP/Ferrellgas Finance Corp. 6.5% 5/1/21                                                    
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Energy - continued                                                                                    
|Forest Oil Corp.:                                                                                     
|7.25% 6/15/19                                                                                         
|7.5% 9/15/20 (h)                                                                                      
|Gulfmark Offshore, Inc. 6.375% 3/15/22 (h)                                                            
|Halcon Resources Corp. 8.875% 5/15/21 (h)(j)                                                          
|Helix Energy Solutions Group, Inc. 9.5% 1/15/16 (h)                                                   
|Kodiak Oil & Gas Corp. 8.125% 12/1/19 (h)                                                             
|LINN Energy LLC/LINN Energy Finance Corp.:                                                            
|6.25% 11/1/19 (h)                                                                                     
|6.5% 5/15/19                                                                                          
|8.625% 4/15/20                                                                                        
|Markwest Energy Partners LP/Markwest Energy Finance Corp. 5.5% 2/15/23                                
|MRC Global, Inc. 9.5% 12/15/16                                                                        
|Offshore Group Investment Ltd.:                                                                       
|7.5% 11/1/19 (h)                                                                                      
|11.5% 8/1/15                                                                                          
|Oil States International, Inc. 6.5% 6/1/19                                                            
|PBF Holding Co. LLC/PBF Finance Corp. 8.25% 2/15/20 (h)                                               
|Petroleum Development Corp. 12% 2/15/18                                                               
|Precision Drilling Corp.:                                                                             
|6.5% 12/15/21                                                                                         
|6.625% 11/15/20                                                                                       
|Pride International, Inc. 6.875% 8/15/20                                                              
|QR Energy LP/QRE Finance Corp. 9.25% 8/1/20 (h)                                                       
|RDS Ultra-Deepwater Ltd. 11.875% 3/15/17 (h)                                                          
|Regency Energy Partners LP/Regency Energy Finance Corp. 5.5% 4/15/23                                  
|Sabine Pass LNG LP 6.5% 11/1/20 (h)                                                                   
|SandRidge Energy, Inc. 7.5% 3/15/21 (h)                                                               
|Star Gas Partners LP/Star Gas Finance Co. 8.875% 12/1/17                                              
|Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375% 8/1/22 (h)                  
|Tesoro Corp.:                                                                                         
|4.25% 10/1/17                                                                                         
|5.375% 10/1/22                                                                                        
|Tesoro Logistics LP/Tesoro Logistics Finance Corp. 5.875% 10/1/20 (h)                                 
|Unit Corp. 6.625% 5/15/21 (h)                                                                         
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Energy - continued                                                                                    
|Venoco, Inc. 11.5% 10/1/17                                                                            
|Western Refining, Inc. 11.25% 6/15/17 (h)                                                             
|                                                                                                      
|Entertainment/Film - 0.1%                                                                             
|Cinemark USA, Inc. 7.375% 6/15/21                                                                     
|Livent, Inc. yankee 9.375% 10/15/04 (d)                                                               
|NAI Entertainment Holdings LLC/NAI Entertainment Finance Corp. 8.25% 12/15/17 (h)                     
|                                                                                                      
|Environmental - 0.4%                                                                                  
|Covanta Holding Corp.:                                                                                
|6.375% 10/1/22                                                                                        
|7.25% 12/1/20                                                                                         
|Tervita Corp. 9.75% 11/1/19 (h)                                                                       
|                                                                                                      
|Food & Drug Retail - 1.5%                                                                             
|Bi-Lo LLC/Bi-Lo Finance Corp. 9.25% 2/15/19 (h)                                                       
|Nutritional Sourcing Corp. 10.125% 8/1/09 (d)                                                         
|Petco Holdings, Inc. 8.5% 10/15/17 pay-in-kind (h)                                                    
|Rite Aid Corp.:                                                                                       
|7.5% 3/1/17                                                                                           
|9.25% 3/15/20                                                                                         
|9.5% 6/15/17                                                                                          
|10.375% 7/15/16                                                                                       
|                                                                                                      
|Food/Beverage/Tobacco - 0.2%                                                                          
|Constellation Brands, Inc. 4.625% 3/1/23                                                              
|Post Holdings, Inc. 7.375% 2/15/22 (h)                                                                
|                                                                                                      
|Gaming - 1.7%                                                                                         
|Boyd Acquisition Sub LLC/Boyd Acquisition Finance Corp. 8.375% 2/15/18 (h)                            
|Caesars Operating Escrow LLC/Caesars Escrow Corp.:                                                    
|8.5% 2/15/20 (h)                                                                                      
|9% 2/15/20 (h)                                                                                        
|Chester Downs & Marina LLC 9.25% 2/1/20 (h)                                                           
|Graton Economic Development Authority 9.625% 9/1/19 (h)                                               
|MCE Finance Ltd. 10.25% 5/15/18                                                                       
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Gaming - continued                                                                                    
|MGM Mirage, Inc.:                                                                                     
|6.875% 4/1/16                                                                                         
|8.625% 2/1/19 (h)                                                                                     
|9% 3/15/20                                                                                            
|MTR Gaming Group, Inc. 11.5% 8/1/19 pay-in-kind                                                       
|Pinnacle Entertainment, Inc. 7.75% 4/1/22                                                             
|Station Casinos LLC 3.66% 6/18/18 (f)(h)                                                              
|                                                                                                      
|Healthcare - 7.7%                                                                                     
|American Renal Holdings, Inc. 8.375% 5/15/18                                                          
|Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp. 7.75% 2/15/19                             
|Community Health Systems, Inc.:                                                                       
|5.125% 8/15/18                                                                                        
|7.125% 7/15/20                                                                                        
|DaVita, Inc.:                                                                                         
|5.75% 8/15/22                                                                                         
|6.625% 11/1/20                                                                                        
|DJO Finance LLC/DJO Finance Corp.:                                                                    
|8.75% 3/15/18 (h)                                                                                     
|9.875% 4/15/18 (h)                                                                                    
|Fresenius Medical Care US Finance II, Inc. 6.5% 9/15/18 (h)                                           
|HCA Holdings, Inc. 7.75% 5/15/21                                                                      
|HCA, Inc.:                                                                                            
|4.75% 5/1/23                                                                                          
|5.875% 3/15/22                                                                                        
|5.875% 5/1/23                                                                                         
|6.5% 2/15/20                                                                                          
|7.5% 2/15/22                                                                                          
|9.875% 2/15/17                                                                                        
|HealthSouth Corp. 5.75% 11/1/24                                                                       
|Hologic, Inc. 6.25% 8/1/20 (h)                                                                        
|IMS Health, Inc. 6% 11/1/20 (h)                                                                       
|Jaguar Holding Co. I 9.375% 10/15/17 pay-in-kind (h)                                                  
|Jaguar Holding Co. II/Jaguar Merger Sub, Inc. 9.5% 12/1/19 (h)                                        
|Legend Acquisition Sub, Inc. 10.75% 8/15/20 (h)                                                       
|Multiplan, Inc. 9.875% 9/1/18 (h)                                                                     
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Healthcare - continued                                                                                
|Omega Healthcare Investors, Inc.:                                                                     
|5.875% 3/15/24                                                                                        
|6.75% 10/15/22                                                                                        
|Radiation Therapy Services, Inc. 8.875% 1/15/17                                                       
|Rotech Healthcare, Inc.:                                                                              
|10.5% 3/15/18                                                                                         
|10.75% 10/15/15                                                                                       
|Rural/Metro Corp. 10.125% 7/15/19 (h)                                                                 
|Sabra Health Care LP/Sabra Capital Corp.:                                                             
|8.125% 11/1/18                                                                                        
|8.125% 11/1/18 (h)                                                                                    
|Sky Growth Acquisition Corp. 7.375% 10/15/20 (h)                                                      
|Teleflex, Inc. 6.875% 6/1/19                                                                          
|Tenet Healthcare Corp.:                                                                               
|4.75% 6/1/20 (h)                                                                                      
|6.75% 2/1/20 (h)                                                                                      
|8.875% 7/1/19                                                                                         
|Valeant Pharmaceuticals International:                                                                
|6.375% 10/15/20 (h)                                                                                   
|6.75% 8/15/21 (h)                                                                                     
|7% 10/1/20 (h)                                                                                        
|7.25% 7/15/22 (h)                                                                                     
|Vanguard Health Holding Co. II LLC / Vanguard Holding Co. II, Inc.:                                   
|7.75% 2/1/19                                                                                          
|7.75% 2/1/19 (h)                                                                                      
|Vanguard Health Systems, Inc. 0% 2/1/16                                                               
|VPI Escrow Corp. 6.375% 10/15/20 (h)                                                                  
|VWR Funding, Inc. 7.25% 9/15/17 (h)                                                                   
|WP Rocket Merger Sub, Inc. 10.125% 7/15/19 (h)                                                        
|                                                                                                      
|Homebuilders/Real Estate - 0.8%                                                                       
|CB Richard Ellis Services, Inc. 6.625% 10/15/20                                                       
|K. Hovnanian Enterprises, Inc.:                                                                       
|7.25% 10/15/20 (h)                                                                                    
|9.125% 11/15/20 (h)                                                                                   
|KB Home:                                                                                              
|7.5% 9/15/22                                                                                          
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Homebuilders/Real Estate - continued                                                                  
|KB Home: - continued                                                                                  
|8% 3/15/20                                                                                            
|Realogy Corp. 9% 1/15/20 (h)                                                                          
|                                                                                                      
|Hotels - 0.1%                                                                                         
|Choice Hotels International, Inc. 5.75% 7/1/22                                                        
|Host Hotels & Resorts LP 4.75% 3/1/23                                                                 
|                                                                                                      
|Insurance - 0.7%                                                                                      
|Hub International Ltd. 8.125% 10/15/18 (h)                                                            
|Prudential Financial, Inc. 5.875% 9/15/42 (k)                                                         
|USI Holdings Corp. 9.75% 5/15/15 (h)                                                                  
|                                                                                                      
|Leisure - 0.1%                                                                                        
|FGI Operating Co. LLC/FGI Finance, Inc. 7.875% 5/1/20 (h)                                             
|Metals/Mining - 1.4%                                                                                  
|Alpha Natural Resources, Inc.:                                                                        
|6% 6/1/19                                                                                             
|6.25% 6/1/21                                                                                          
|American Rock Salt Co. LLC/American Rock Capital Corp. 8.25% 5/1/18 (h)                               
|Boart Longyear Management Pty Ltd. 7% 4/1/21 (h)                                                      
|Calcipar SA 6.875% 5/1/18 (h)                                                                         
|FMG Resources (August 2006) Pty Ltd.:                                                                 
|6% 4/1/17 (h)                                                                                         
|6.375% 2/1/16 (h)                                                                                     
|6.875% 4/1/22 (h)                                                                                     
|7% 11/1/15 (h)                                                                                        
|New Gold, Inc. 7% 4/15/20 (h)                                                                         
|Penn Virginia Resource Partners LP/Penn Virginia Finance Corp. 8.375% 6/1/20 (h)                      
|Rain CII Carbon LLC/CII Carbon Corp. 8% 12/1/18 (h)                                                   
|                                                                                                      
|Paper - 0.6%                                                                                          
|Boise Cascade LLC/Boise Cascade Finance Corp. 6.375% 11/1/20 (h)                                      
|Sappi Papier Holding GmbH 6.625% 4/15/21 (h)                                                          
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Paper - continued                                                                                     
|Verso Paper Holdings LLC/Verso Paper, Inc.:                                                           
|11.75% 1/15/19 (h)                                                                                    
|11.75% 1/15/19 (h)                                                                                    
|                                                                                                      
|Publishing/Printing - 0.2%                                                                            
|Cenveo Corp. 7.875% 12/1/13                                                                           
|Sheridan Group, Inc. 12.5% 4/15/14                                                                    
|                                                                                                      
|Restaurants - 0.1%                                                                                    
|Landry's Acquisition Co. 9.375% 5/1/20 (h)                                                            
|Services - 0.9%                                                                                       
|ARAMARK Holdings Corp. 8.625% 5/1/16 pay-in-kind (h)(k)                                               
|Audatex North America, Inc. 6.75% 6/15/18 (h)                                                         
|Laureate Education, Inc. 9.25% 9/1/19 (h)(j)                                                          
|Sotheby's 5.25% 10/1/22 (h)                                                                           
|TransUnion Holding Co., Inc.:                                                                         
|8.125% 6/15/18 pay-in-kind (h)                                                                        
|9.625% 6/15/18 pay-in-kind (k)                                                                        
|                                                                                                      
|Shipping - 0.8%                                                                                       
|HDTFS, Inc.:                                                                                          
|5.875% 10/15/20 (h)                                                                                   
|6.25% 10/15/22 (h)                                                                                    
|Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17                  
|Navios Maritime Holdings, Inc.:                                                                       
|8.125% 2/15/19                                                                                        
|8.875% 11/1/17                                                                                        
|Navios South American Logisitcs, Inc./Navios Logistics Finance U.S., Inc. 9.25% 4/15/19               
|NESCO LLC/NESCO Holdings Corp. 11.75% 4/15/17 (h)                                                     
|TRAC Intermodal LLC/TRAC Intermodal Corp. 11% 8/15/19 (h)                                             
|Western Express, Inc. 12.5% 4/15/15 (h)                                                               
|                                                                                                      
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Steel - 0.2%                                                                                          
|Aperam:                                                                                               
|7.375% 4/1/16 (h)                                                                                     
|7.75% 4/1/18 (h)                                                                                      
|Ryerson, Inc./Joseph T Ryerson & Son, Inc. 9% 10/15/17 (h)                                            
|                                                                                                      
|Super Retail - 1.1%                                                                                   
|Asbury Automotive Group, Inc.:                                                                        
|7.625% 3/15/17                                                                                        
|8.375% 11/15/20                                                                                       
|Burlington Coat Factory Warehouse Corp. 10% 2/15/19                                                   
|Claire's Stores, Inc. 9% 3/15/19 (h)                                                                  
|Dollar General Corp. 4.125% 7/15/17                                                                   
|Jo-Ann Stores, Inc. 9.75% 10/15/19 pay-in-kind (h)(k)                                                 
|Serta Simmons Holdings, LLC 8.125% 10/1/20 (h)                                                        
|Sonic Automotive, Inc.:                                                                               
|7% 7/15/22 (h)                                                                                        
|9% 3/15/18                                                                                            
|                                                                                                      
|Technology - 3.9%                                                                                     
|Avaya, Inc.:                                                                                          
|7% 4/1/19 (h)                                                                                         
|10.125% 11/1/15 pay-in-kind (k)                                                                       
|Ceridian Corp.:                                                                                       
|8.875% 7/15/19 (h)                                                                                    
|12.25% 11/15/15 pay-in-kind (k)                                                                       
|Emdeon, Inc. 11% 12/31/19                                                                             
|First Data Corp. 6.75% 11/1/20 (h)                                                                    
|Freescale Semiconductor, Inc. 10.125% 3/15/18 (h)                                                     
|Infor US, Inc. 9.375% 4/1/19                                                                          
|Lucent Technologies, Inc.:                                                                            
|6.45% 3/15/29                                                                                         
|6.5% 1/15/28                                                                                          
|NCR Corp. 5% 7/15/22 (h)                                                                              
|Nuance Communications, Inc. 5.375% 8/15/20 (h)                                                        
|NXP BV/NXP Funding LLC 9.75% 8/1/18 (h)                                                               
|Spansion LLC:                                                                                         
|7.875% 11/15/17                                                                                       
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Technology - continued                                                                                
|Spansion LLC: - continued                                                                             
|11.25% 1/15/16 (d)(h)                                                                                 
|SunGard Data Systems, Inc. 6.625% 11/1/19 (h)(j)                                                      
|Viasystems, Inc. 7.875% 5/1/19 (h)                                                                    
|WideOpenWest Finance LLC/WideOpenWest Capital Corp.:                                                  
|10.25% 7/15/19 (h)                                                                                    
|13.375% 10/15/19 (h)                                                                                  
|                                                                                                      
|Telecommunications - 7.3%                                                                             
|Broadview Networks Holdings, Inc. 11.375% 9/1/12 (d)                                                  
|Cequel Communications Escrow 1 LLC/Cequel Communications Escrow Capital Corp. 6.375%
9/15/20 (h)      
|Citizens Communications Co. 7.875% 1/15/27                                                            
|Clearwire Communications LLC/Clearwire Finance, Inc.:                                                 
|12% 12/1/15 (h)                                                                                       
|14.75% 12/1/16 (h)                                                                                    
|Clearwire Escrow Corp. 12% 12/1/15 (h)                                                                
|Digicel Group Ltd.:                                                                                   
|7% 2/15/20 (h)                                                                                        
|8.25% 9/1/17 (h)                                                                                      
|8.25% 9/30/20 (h)                                                                                     
|10.5% 4/15/18 (h)                                                                                     
|Eileme 1 AB 14.25% 8/15/20 pay-in-kind (h)                                                            
|Frontier Communications Corp. 7.125% 1/15/23                                                          
|Intelsat Jackson Holdings SA:                                                                         
|6.625% 12/15/22 (h)                                                                                   
|7.25% 4/1/19                                                                                          
|7.5% 4/1/21                                                                                           
|j2 Global, Inc. 8% 8/1/20 (h)                                                                         
|Level 3 Communications, Inc. 8.875% 6/1/19 (h)                                                        
|Level 3 Financing, Inc. 7% 6/1/20 (h)                                                                 
|Nextel Communications, Inc.:                                                                          
|5.95% 3/15/14                                                                                         
|7.375% 8/1/15                                                                                         
|NII Capital Corp. 7.625% 4/1/21                                                                       
|Satelites Mexicanos SA de CV 9.5% 5/15/17                                                             
|SBA Communications Corp. 5.625% 10/1/19 (h)                                                           
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Telecommunications - continued                                                                        
|Sprint Capital Corp.:                                                                                 
|6.875% 11/15/28                                                                                       
|6.9% 5/1/19                                                                                           
|8.75% 3/15/32                                                                                         
|Sprint Nextel Corp.:                                                                                  
|6% 12/1/16                                                                                            
|7% 8/15/20                                                                                            
|9% 11/15/18 (h)                                                                                       
|Telesat Canada/Telesat LLC 6% 5/15/17 (h)                                                             
|Wind Acquisition Finance SA 7.25% 2/15/18 (h)                                                         
|                                                                                                      
|Textiles & Apparel - 0.1%                                                                             
|Albea Beauty Holdings SA 8.375% 11/1/19 (h)                                                           
|TOTAL NONCONVERTIBLE BONDS                                                                            
|TOTAL CORPORATE BONDS
(Cost $1,294,688)                                                               

|Common Stocks - 7.5%                                                 
|---------------------------------------------------------------------
|                                                                     
|Automotive - 0.2%                                                    
|Delphi Automotive PLC                                                
|General Motors Co. (a)                                               
|Motors Liquidation Co. GUC Trust (a)                                 
|                                                                     
|Banks & Thrifts - 0.3%                                               
|Capital Bank Financial Corp. Series A                                
|Washington Mutual, Inc. (a)                                          
|WMI Holdings Corp. (a)                                               
|                                                                     
|Broadcasting - 0.0%                                                  
|Gray Television, Inc. (a)                                            
|Chemicals - 0.3%                                                     
|LyondellBasell Industries NV Class A                                 
|Diversified Financial Services - 0.3%                                
|The Blackstone Group LP                                              
|Common Stocks - continued                                            
|                                                                     
|Electric Utilities - 0.3%                                            
|The AES Corp.                                                        
|Energy - 0.9%                                                        
|Edgen Group, Inc. Class A                                            
|Ocean Rig UDW, Inc. (United States) (a)                              
|The Williams Companies, Inc.                                         
|Valero Energy Corp.                                                  
|                                                                     
|Food/Beverage/Tobacco - 0.2%                                         
|Apollo Global Management LLC Class A                                 
|Tyson Foods, Inc. Class A                                            
|                                                                     
|Gaming - 0.6%                                                        
|Las Vegas Sands Corp.                                                
|Melco PBL Entertainment (Macau) Ltd. sponsored ADR (a)               
|Station Holdco LLC (a)(l)(m)                                         
|Station Holdco LLC warrants 6/15/18 (a)(l)(m)                        
|                                                                     
|Healthcare - 1.5%                                                    
|Express Scripts Holding Co. (a)                                      
|Tenet Healthcare Corp. (a)                                           
|Universal Health Services, Inc. Class B                              
|                                                                     
|Homebuilders/Real Estate - 0.0%                                      
|Realogy Holdings Corp.                                               
|Leisure - 0.4%                                                       
|Town Sports International Holdings, Inc. (a)                         
|Publishing/Printing - 0.0%                                           
|HMH Holdings, Inc.:                                                  
|warrants 3/9/17 (a)(m)                                               
|warrants 6/22/19 (a)(m)                                              
|Restaurants - 0.3%                                                   
|Dunkin' Brands Group, Inc. (g)                                       
|Technology - 2.0%                                                    
|Cirrus Logic, Inc. (a)                                               
|Facebook, Inc. Class B (a)(m)                                        
|Flextronics International Ltd. (a)                                   
|Freescale Semiconductor Holdings I Ltd. (a)                          
|JDA Software Group, Inc. (a)                                         
|Common Stocks - continued                                            
|                                                                     
|Technology - continued                                               
|NXP Semiconductors NV (a)                                            
|Xerox Corp.                                                          
|                                                                     
|Telecommunications - 0.0%                                            
|Pendrell Corp. (a)                                                   
|Textiles & Apparel - 0.2%                                            
|Arena Brands Holding Corp. Class B (a)(m)                            
|Express, Inc. (a)                                                    
|                                                                     
|TOTAL COMMON STOCKS
(Cost $151,377)                                  
|Preferred Stocks - 5.0%                                              
|                                                                     
|Convertible Preferred Stocks - 1.5%                                  
|Automotive - 0.5%                                                    
|General Motors Co. 4.75%                                             
|Electric Utilities - 0.4%                                            
|PPL Corp.:                                                           
|8.75%                                                                
|9.50%                                                                
|                                                                     
|Energy - 0.3%                                                        
|Apache Corp. 6.00%                                                   
|Chesapeake Energy Corp. Series A, 5.75% (h)                          
|                                                                     
|Metals/Mining - 0.3%                                                 
|AngloGold Ashanti Holdings Finance PLC 6.00%                         
|TOTAL CONVERTIBLE PREFERRED STOCKS                                   
|Nonconvertible Preferred Stocks - 3.5%                               
|Banks & Thrifts - 0.9%                                               
|Ally Financial, Inc. 7.00% (h)                                       
|U.S. Bancorp Series F, 6.50%                                         
|                                                                     
|Consumer Products - 1.2%                                             
|Revlon, Inc. Series A 12.75%                                         
|Diversified Financial Services - 1.0%                                
|Affiliated Managers Group, Inc. 6.375%                               
|Preferred Stocks - continued                                         
|                                                                     
|Nonconvertible Preferred Stocks - continued                          
|Diversified Financial Services - continued                           
|Discover Financial Services Series B, 6.50%                          
|GMAC Capital Trust I Series 2, 8.125%                                
|                                                                     
|Homebuilders/Real Estate - 0.4%                                      
|Annaly Capital Management, Inc. Series D, 7.50% (a)                  
|TOTAL NONCONVERTIBLE PREFERRED STOCKS                                
|TOTAL PREFERRED STOCKS
(Cost $149,574)                               
|Investment Companies - 0.1%                                          
|                                                                     
|2010 Swift Mandatory Common Exchange Security Trust (h)
(Cost $2,783)

|Floating Rate Loans - 13.6%                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                       
|Air Transportation - 0.3%                                                                                                              
|US Airways Group, Inc. term loan 2.711% 3/23/14 (k)                                                                                    
|Broadcasting - 0.2%                                                                                                                    
|Univision Communications, Inc. term loan 4.462% 3/31/17 (k)                                                                            
|Building Materials - 0.1%                                                                                                              
|HD Supply, Inc. Tranche B 1LN, term loan 7.25% 10/12/17 (k)                                                                            
|Cable TV - 0.3%                                                                                                                        
|Atlantic Broadband Holdings I, LLC Tranche B, term loan 4.5% 9/12/19 (k)                                                               
|WideOpenWest Finance LLC Tranche B, term loan 6.25% 7/17/18 (k)                                                                        
|                                                                                                                                       
|Chemicals - 0.0%                                                                                                                       
|PL Propylene LLC Tranche B, term loan 7% 3/27/17 (k)                                                                                   
|Floating Rate Loans - continued                                                                                                        
|                                                                                                                                       
|Diversified Financial Services - 0.4%                                                                                                  
|AlixPartners LLP Tranche 2LN, term loan 10.75% 12/29/19 (k)                                                                            
|Fly Funding II Sarl Tranche B, term loan 6.75% 8/8/18 (k)                                                                              
|                                                                                                                                       
|Diversified Media - 0.0%                                                                                                               
|WMG Acquisition Corp. Tranche B, term loan 5.25% 10/31/18 (k)                                                                          
|Electric Utilities - 1.1%                                                                                                              
|Calpine Corp. Tranche B 3LN, term loan 4.5% 10/9/19 (k)                                                                                
|Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.
Tranche B, term loan 4.7489% 10/10/17 (k)
|                                                                                                                                       
|Energy - 0.7%                                                                                                                          
|Chesapeake Energy Corp. term loan 8.5% 12/2/17 (k)                                                                                     
|Crestwood Holdings Partners LLC Tranche B, term loan 9.75% 3/26/18 (k)                                                                 
|LSP Madison Funding LLC Tranche 1LN, term loan 5.5% 6/28/19 (k)                                                                        
|MRC Global, Inc. Tranche B, term loan 6.25% 10/21/19 (k)                                                                               
|Panda Sherman Power, LLC term loan 9% 9/14/18 (k)                                                                                      
|Samson Investment Co. Tranche 2LN, term loan 6% 9/25/18 (k)                                                                            
|                                                                                                                                       
|Entertainment/Film - 0.0%                                                                                                              
|Livent, Inc. Tranche A, term loan 18% 1/15/49 pay-in-kind (a)                                                                          
|Environmental - 0.1%                                                                                                                   
|ADS Waste Holdings, Inc. Tranche B, term loan 5.25% 10/9/19 (k)                                                                        
|Food & Drug Retail - 0.5%                                                                                                              
|Sprouts Farmers Market LLC Tranche B, term loan 6% 4/18/18 (k)                                                                         
|Gaming - 0.6%                                                                                                                          
|Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (k)                                                              
|Harrah's Entertainment, Inc.:                                                                                                          
|Tranche B-6, term loan 5.4607% 1/28/18 (k)                                                                                             
|Floating Rate Loans - continued                                                                                                        
|                                                                                                                                       
|Gaming - continued                                                                                                                     
|Harrah's Entertainment, Inc.: - continued                                                                                              
|Tranche B4, term loan 9.5% 10/31/16 (k)                                                                                                
|NP Opco, LLC Tranche B, term loan 5.5% 9/28/19 (k)                                                                                     
|                                                                                                                                       
|Healthcare - 0.4%                                                                                                                      
|Genesis HealthCare Corp. Tranche B, term loan 4% 9/27/17 (k)                                                                           
|Par Pharmaceutical Companies, Inc. Tranche B, term loan 5% 9/28/19 (k)                                                                 
|                                                                                                                                       
|Homebuilders/Real Estate - 1.1%                                                                                                        
|Realogy Corp.:                                                                                                                         
|Credit-Linked Deposit 4.4643% 10/10/16 (k)                                                                                             
|term loan 4.464% 10/10/16 (k)                                                                                                          
|                                                                                                                                       
|Insurance - 1.0%                                                                                                                       
|Asurion Corp.:                                                                                                                         
|Tranche 1st LN, term loan 5.5% 5/24/18 (k)                                                                                             
|Tranche 2nd LN, term loan 9% 5/24/19 (k)                                                                                               
|Tranche B-1 1LN, term loan 4.75% 7/23/17 (k)                                                                                           
|Lonestar Intermediate Super Holdings LLC term loan 11% 9/2/19 (k)                                                                      
|                                                                                                                                       
|Leisure - 0.2%                                                                                                                         
|Town Sports International LLC Tranche B, term loan 5.75% 5/11/18 (k)                                                                   
|Paper - 0.0%                                                                                                                           
|White Birch Paper Co. Tranche 2LN, term loan 11/8/14 (d)                                                                               
|Publishing/Printing - 0.0%                                                                                                             
|Houghton Mifflin Harcourt Publishing Co. term loan 7.25% 5/22/18 (k)                                                                   
|Restaurants - 0.2%                                                                                                                     
|Landry's Restaurants, Inc. Tranche B, term loan 6.5% 4/24/18 (k)                                                                       
|Steel - 0.3%                                                                                                                           
|Essar Steel Algoma, Inc. term loan 8.75% 9/20/14 (k)                                                                                   
|Fortescue Metals Group Ltd. Tranche B, term loan 5.25% 10/18/17 (k)                                                                    
|                                                                                                                                       
|Floating Rate Loans - continued                                                                                                        
|                                                                                                                                       
|Super Retail - 0.6%                                                                                                                    
|BJ's Wholesale Club, Inc.:                                                                                                             
|Tranche 1LN, term loan 5.75% 9/26/19 (k)                                                                                               
|Tranche 2LN, term loan 9.75% 3/26/20 (k)                                                                                               
|Davids Bridal, Inc. Tranche B, term loan 5% 10/11/19 (k)                                                                               
|Serta Simmons Holdings, LLC Tranche B, term loan 5.4334% 10/1/19 (k)                                                                   
|Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (k)                                                                          
|                                                                                                                                       
|Technology - 2.4%                                                                                                                      
|Avaya, Inc. term loan 3.1769% 10/27/14 (k)                                                                                             
|First Data Corp. term loan 4.2107% 3/24/18 (k)                                                                                         
|GoDaddy.com, Inc. Tranche B 1LN, term loan 5.5% 12/16/18 (k)                                                                           
|Kronos, Inc.:                                                                                                                          
|Tranche 2LN, term loan 9.75% 4/24/20 (k)                                                                                               
|Tranche B 1LN, term loan 5.5% 10/24/19 (k)                                                                                             
|Lawson Software, Inc. Tranche B 2LN, term loan 5.25% 4/5/18 (k)                                                                        
|NXP BV:                                                                                                                                
|term loan 4.5% 3/4/17 (k)                                                                                                              
|Tranche A6, term loan 5.25% 3/19/19 (k)                                                                                                
|                                                                                                                                       
|Telecommunications - 3.1%                                                                                                              
|Cricket Communications, Inc. Tranche B, term loan 4.75% 10/10/19 (k)                                                                   
|FairPoint Communications, Inc. term loan 6.5% 1/24/16 (k)                                                                              
|Genesys SA Tranche B, term loan 6.75% 1/31/19 (k)                                                                                      
|Intelsat Jackson Holdings SA Tranche B, term loan 4.5% 4/2/18 (k)                                                                      
|Level 3 Financing, Inc. Tranche B 2LN, term loan 4.75% 8/1/19 (k)                                                                      
|Telesat Holding, Inc. Tranche B, term loan 4.25% 3/28/19 (k)                                                                           
|Floating Rate Loans - continued                                                                                                        
|                                                                                                                                       
|Telecommunications - continued                                                                                                         
|Vodafone Americas Finance 2, Inc.:                                                                                                     
|2nd LN, term loan 6.25% 6/24/16 pay-in-kind                                                                                            
|term loan 6.875% 8/11/15                                                                                                               
|                                                                                                                                       
|TOTAL FLOATING RATE LOANS
(Cost $271,481)                                                                                              

|Preferred Securities - 0.3%                                
|-----------------------------------------------------------
|                                                           
|Diversified Financial Services - 0.3%                      
|Citigroup, Inc. 5.95% (i)(k)
(Cost $4,815)                 
|Money Market Funds - 5.4%                                  
|                                                           
|Fidelity Cash Central Fund, 0.19% (b)                      
|Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)
|TOTAL MONEY MARKET FUNDS
(Cost $106,158)                   
|TOTAL INVESTMENT PORTFOLIO - 99.7%
(Cost $1,980,876)       
|NET OTHER ASSETS (LIABILITIES) - 0.3%                      
|NET ASSETS - 100%                                          

|Currency Abbreviations
|----------------------
|CAD                   

|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)	Amount is stated in United States dollars unless otherwise noted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(f)	Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.                                                                                                                                                                                                                                                                                                                                                                                         
|(g)	Security or a portion of the security is on loan at period end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(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  $573,412,000 or 29.3% of net assets.                                                                                                                                                                                                                 
|(i)	Security is perpetual in nature with no stated maturity date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(j)	Security or a portion of the security purchased on a delayed delivery or when-issued basis.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(k)	Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.                                                                                                                                                                                                                                                                                                                                                                                                                              
|(l)	Investment is owned by an entity that is treated as a corporation for U.S. tax purposes which is owned by the Fund.                                                                                                                                                                                                                                                                                                                                                                                                              
|(m)	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 $4,528,000 or 0.2% of net assets.                                                                                                                                                                                                                                                                    
|Additional information on each restricted holding is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|Security                            | Acquisition
Date   | Acquisition
Cost (000s)
|----------------------------------- | ------------------ | -----------------------
|Arena Brands Holding Corp. Class B  | 6/18/97 - 7/13/98  | $	1,538                
|Facebook, Inc. Class B              | 3/31/11 - 5/19/11  | $	2,403                
|HMH Holdings, Inc. warrants 3/9/17  | 3/9/10             | $	52                   
|HMH Holdings, Inc. warrants 6/22/19 | 6/22/12            | $	8                    
|Station Holdco LLC                  | 6/17/11            | $	1,450                
|Station Holdco LLC warrants 6/15/18 | 10/28/08 - 12/1/08 | $	3,945                

|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                    | $	193                               
|Fidelity Securities Lending Cash Central Fund | 22                                  
|Total                                         | $	215                               

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

|Valuation Inputs at Reporting Date:
|-----------------------------------
|Description
(Amounts in thousands) 
|Investments in Securities:         
|Equities:                          
|Consumer Discretionary             
|Consumer Staples                   
|Energy                             
|Financials                         
|Health Care                        
|Industrials                        
|Information Technology             
|Materials                          
|Utilities                          
|Corporate Bonds                    
|Investment Companies               
|Floating Rate Loans                
|Preferred Securities               
|Money Market Funds                 
|Total Investments in Securities:   

|Valuation Inputs at Reporting Date:                                                                                    
|-----------------------------------------------------------------------------------------------------------------------
|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 Staples                                                                                     |         
|Beginning Balance                                                                                               | $	25,180
|Total Realized Gain (Loss)                                                                                      | -       
|Total Unrealized Gain (Loss)                                                                                    | (893)   
|Cost of Purchases                                                                                               | -       
|Proceeds of Sales                                                                                               | -       
|Amortization/Accretion                                                                                          | -       
|Transfers in to Level 3                                                                                         | -       
|Transfers out of Level 3                                                                                        | -       
|Ending Balance                                                                                                  | $	24,287
|The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2012 | $	(893) 
|Investments in Securities:                                                                                      |         
|Other Investments in Securities                                                                                 |         
|Beginning Balance                                                                                               | $	10,763
|Total Realized Gain (Loss)                                                                                      | (3,967) 
|Total Unrealized Gain (Loss)                                                                                    | 8,146   
|Cost of Purchases                                                                                               | 337     
|Proceeds of Sales                                                                                               | (9,001) 
|Amortization/Accretion                                                                                          | 8       
|Transfers in to Level 3                                                                                         | 35      
|Transfers out of Level 3                                                                                        | (2,402) 
|Ending Balance                                                                                                  | $	3,919 
|The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2012 | $	1,126 

|The information used in the above reconciliations 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 reconciliations are included in Net Gain (Loss) on
the Fund's Statement of Operations.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|United States of America           | 89.6% 
|---------------------------------- | ------
|Luxembourg                         | 1.8%  
|Cayman Islands                     | 1.6%  
|Netherlands                        | 1.5%  
|Canada                             | 1.1%  
|Australia                          | 1.0%  
|Others (Individually Less Than 1%) | 3.4%  
|                                   | 100.0%

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

Annual Report

---

# Financial Statements

## Statement of Assets and Liabilities

|Amounts in thousands (except per-share amounts)                                                                                              | October 31, 2012
|-------------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                                             |                 
|Assets                                                                                                                                       |                 
|Investment in securities, at value (including securities loaned of $440) - See accompanying
schedule:
Unaffiliated issuers (cost $1,874,718) | $	1,843,557     
|Fidelity Central Funds (cost $106,158)                                                                                                       | 106,158         
|Total Investments (cost $1,980,876)                                                                                                          |                 
|Cash                                                                                                                                         |                 
|Receivable for investments sold                                                                                                              |                 
|Receivable for fund shares sold                                                                                                              |                 
|Dividends receivable                                                                                                                         |                 
|Interest receivable                                                                                                                          |                 
|Distributions receivable from Fidelity Central Funds                                                                                         |                 
|Other receivables                                                                                                                            |                 
|Total assets                                                                                                                                 |                 
|                                                                                                                                             |                 
|Liabilities                                                                                                                                  |                 
|Payable to custodian bank                                                                                                                    | $	6,043         
|Payable for investments purchased 
Regular delivery                                                                                          | 28,196          
|Delayed delivery                                                                                                                             | 9,324           
|Payable for fund shares redeemed                                                                                                             | 3,685           
|Distributions payable                                                                                                                        | 1,704           
|Accrued management fee                                                                                                                       | 937             
|Distribution and service plan fees payable                                                                                                   | 433             
|Other affiliated payables                                                                                                                    | 320             
|Other payables and accrued expenses                                                                                                          | 123             
|Collateral on securities loaned, at value                                                                                                    | 451             
|Total liabilities                                                                                                                            |                 
|                                                                                                                                             |                 
|Net Assets                                                                                                                                   |                 
|Net Assets consist of:                                                                                                                       |                 
|Paid in capital                                                                                                                              |                 
|Undistributed net investment income                                                                                                          |                 
|Accumulated undistributed net realized gain (loss) on investments and foreign currency
transactions                                          |                 
|Net unrealized appreciation (depreciation) on investments                                                                                    |                 
|Net Assets                                                                                                                                   |                 

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, 2012
|------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                          |                 
|Calculation of Maximum Offering Price
Class A:
Net Asset Valueand redemption price per share ($705,082 ÷ 69,045.7 shares) |                 
|                                                                                                                          |                 
|Maximum offering price per share (100/96.00 of $10.21)                                                                    |                 
|Class T:
Net Asset Value and redemption price per share ($546,650 ÷ 53,271.0 shares)                                      |                 
|                                                                                                                          |                 
|Maximum offering price per share (100/96.00 of $10.26)                                                                    |                 
|Class B:
Net Asset Value and offering price per share($27,776 ÷ 2,737.8 shares)A                                          |                 
|                                                                                                                          |                 
|Class C:
Net Asset Value and offering price per share($179,987 ÷ 17,654.6 shares)A                                        |                 
|                                                                                                                          |                 
|Institutional Class:
Net Asset Value, offering price and redemption price per share ($495,202 ÷ 51,332.5 shares)          |                 

ARedemption 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, 2012
|----------------------------------------------------------------------------- | ---------------------------
|                                                                              |                            
|Investment Income                                                             |                            
|Dividends                                                                     |                            
|Interest                                                                      |                            
|Income from Fidelity Central Funds                                            |                            
|Total income                                                                  |                            
|                                                                              |                            
|Expenses                                                                      |                            
|Management fee                                                                | $	10,837                   
|Transfer agent fees                                                           | 3,148                      
|Distribution and service plan fees                                            | 5,010                      
|Accounting and security lending fees                                          | 635                        
|Custodian fees and expenses                                                   | 38                         
|Independent trustees' compensation                                            | 13                         
|Registration fees                                                             | 120                        
|Audit                                                                         | 78                         
|Legal                                                                         | 26                         
|Miscellaneous                                                                 | 19                         
|Total expenses before reductions                                              | 19,924                     
|Expense reductions                                                            | (54)                       
|Net investment income (loss)                                                  |                            
|Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:              |                            
|Investment securities:                                                        |                            
|Unaffiliated issuers                                                          | 8,371                      
|Foreign currency transactions                                                 | (16)                       
|Total net realized gain (loss)                                                |                            
|Change in net unrealized appreciation (depreciation) on investment securities |                            
|Net gain (loss)                                                               |                            
|Net increase (decrease) in net assets resulting from operations               |                            

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,
2012 | Year ended
October 31,
2011
|----------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ---------------------------
|Increase (Decrease) in Net Assets                                                                                                         |                             |                            
|Operations                                                                                                                                |                             |                            
|Net investment income (loss)                                                                                                              | $	118,248                   | $	142,952                  
|Net realized gain (loss)                                                                                                                  | 8,355                       | 204,011                    
|Change in net unrealized appreciation (depreciation)                                                                                      | 118,310                     | (207,014)                  
|Net increase (decrease) in net assets resulting
from operations                                                                           | 244,913                     | 139,949                    
|Distributions to shareholders from net investment income                                                                                  | (127,820)                   | (166,513)                  
|Share transactions - net increase (decrease)                                                                                              | (65,223)                    | (1,013,925)                
|Redemption fees                                                                                                                           | 323                         | 946                        
|Total increase (decrease) in net assets                                                                                                   | 52,193                      | (1,039,543)                
|                                                                                                                                          |                             |                            
|Net Assets                                                                                                                                |                             |                            
|Beginning of period                                                                                                                       | 1,902,504                   | 2,942,047                  
|End of period (including undistributed net investment income of $36,414 and undistributed
net investment income of $47,488, respectively) | $	1,954,697                 | $	1,902,504                

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

Annual Report

## Financial Highlights - Class A

|Years ended October 31,                    | 2012    | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------- | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |         |        |        |        |         
|Net asset value, beginning of period       | $	9.59  | $	9.87 | $	8.60 | $	6.44 | $	10.70 
|Income from Investment Operations          |         |        |        |        |         
|Net investment income (loss) C             | .607    | .593   | .650   | .587   | .712    
|Net realized and unrealized gain (loss)    | .658    | (.238) | 1.185  | 2.033  | (4.326) 
|Total from investment operations           | 1.265   | .355   | 1.835  | 2.620  | (3.614) 
|Distributions from net investment income   | (.647)  | (.639) | (.550) | (.465) | (.650)  
|Distributions from net realized gain       | -       | -      | (.020) | -      | -       
|Total distributions                        | (.647)  | (.639) | (.570) | (.465) | (.650)  
|Redemption fees added to paid in capital C | .002    | .004   | .005   | .005   | .004    
|Net asset value, end of period             | $	10.21 | $	9.59 | $	9.87 | $	8.60 | $	6.44  
|Total Return A,B                           | 13.78%  | 3.57%  | 22.06% | 43.51% | (35.41)%
|Ratios to Average Net Assets D,F           |         |        |        |        |         
|Expenses before reductions                 | 1.03%   | 1.03%  | 1.03%  | 1.07%  | 1.07%   
|Expenses net of fee waivers, if any        | 1.03%   | 1.03%  | 1.03%  | 1.07%  | 1.07%   
|Expenses net of all reductions             | 1.03%   | 1.03%  | 1.03%  | 1.07%  | 1.07%   
|Net investment income (loss)               | 6.18%   | 5.93%  | 7.03%  | 8.68%  | 7.64%   
|Supplemental Data                          |         |        |        |        |         
|Net assets, end of period (in millions)    | $	705   | $	659  | $	722  | $	703  | $	519   
|Portfolio turnover rate E                  | 66%     | 68%    | 53%    | 49%    | 45%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012    | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------- | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |         |        |        |        |         
|Net asset value, beginning of period       | $	9.64  | $	9.92 | $	8.64 | $	6.47 | $	10.74 
|Income from Investment Operations          |         |        |        |        |         
|Net investment income (loss) C             | .610    | .597   | .653   | .586   | .722    
|Net realized and unrealized gain (loss)    | .656    | (.241) | 1.193  | 2.046  | (4.344) 
|Total from investment operations           | 1.266   | .356   | 1.846  | 2.632  | (3.622) 
|Distributions from net investment income   | (.648)  | (.640) | (.551) | (.467) | (.652)  
|Distributions from net realized gain       | -       | -      | (.020) | -      | -       
|Total distributions                        | (.648)  | (.640) | (.571) | (.467) | (.652)  
|Redemption fees added to paid in capital C | .002    | .004   | .005   | .005   | .004    
|Net asset value, end of period             | $	10.26 | $	9.64 | $	9.92 | $	8.64 | $	6.47  
|Total Return A,B                           | 13.72%  | 3.56%  | 22.09% | 43.50% | (35.36)%
|Ratios to Average Net Assets D,F           |         |        |        |        |         
|Expenses before reductions                 | 1.02%   | 1.02%  | 1.02%  | 1.05%  | 1.04%   
|Expenses net of fee waivers, if any        | 1.02%   | 1.02%  | 1.02%  | 1.05%  | 1.04%   
|Expenses net of all reductions             | 1.02%   | 1.02%  | 1.02%  | 1.05%  | 1.04%   
|Net investment income (loss)               | 6.19%   | 5.94%  | 7.04%  | 8.70%  | 7.67%   
|Supplemental Data                          |         |        |        |        |         
|Net assets, end of period (in millions)    | $	547   | $	543  | $	645  | $	678  | $	542   
|Portfolio turnover rate E                  | 66%     | 68%    | 53%    | 49%    | 45%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012    | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------- | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |         |        |        |        |         
|Net asset value, beginning of period       | $	9.53  | $	9.82 | $	8.56 | $	6.41 | $	10.65 
|Income from Investment Operations          |         |        |        |        |         
|Net investment income (loss) C             | .532    | .519   | .581   | .532   | .652    
|Net realized and unrealized gain (loss)    | .663    | (.245) | 1.180  | 2.033  | (4.309) 
|Total from investment operations           | 1.195   | .274   | 1.761  | 2.565  | (3.657) 
|Distributions from net investment income   | (.577)  | (.568) | (.486) | (.420) | (.587)  
|Distributions from net realized gain       | -       | -      | (.020) | -      | -       
|Total distributions                        | (.577)  | (.568) | (.506) | (.420) | (.587)  
|Redemption fees added to paid in capital C | .002    | .004   | .005   | .005   | .004    
|Net asset value, end of period             | $	10.15 | $	9.53 | $	9.82 | $	8.56 | $	6.41  
|Total Return A,B                           | 13.06%  | 2.75%  | 21.20% | 42.62% | (35.83)%
|Ratios to Average Net Assets D,F           |         |        |        |        |         
|Expenses before reductions                 | 1.75%   | 1.75%  | 1.74%  | 1.76%  | 1.77%   
|Expenses net of fee waivers, if any        | 1.75%   | 1.75%  | 1.74%  | 1.75%  | 1.75%   
|Expenses net of all reductions             | 1.75%   | 1.74%  | 1.74%  | 1.75%  | 1.75%   
|Net investment income (loss)               | 5.46%   | 5.21%  | 6.32%  | 8.00%  | 6.96%   
|Supplemental Data                          |         |        |        |        |         
|Net assets, end of period (in millions)    | $	28    | $	38   | $	52   | $	65   | $	59    
|Portfolio turnover rate E                  | 66%     | 68%    | 53%    | 49%    | 45%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012    | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------- | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |         |        |        |        |         
|Net asset value, beginning of period       | $	9.58  | $	9.86 | $	8.59 | $	6.44 | $	10.69 
|Income from Investment Operations          |         |        |        |        |         
|Net investment income (loss) C             | .533    | .518   | .581   | .536   | .645    
|Net realized and unrealized gain (loss)    | .649    | (.237) | 1.186  | 2.025  | (4.318) 
|Total from investment operations           | 1.182   | .281   | 1.767  | 2.561  | (3.673) 
|Distributions from net investment income   | (.574)  | (.565) | (.482) | (.416) | (.581)  
|Distributions from net realized gain       | -       | -      | (.020) | -      | -       
|Total distributions                        | (.574)  | (.565) | (.502) | (.416) | (.581)  
|Redemption fees added to paid in capital C | .002    | .004   | .005   | .005   | .004    
|Net asset value, end of period             | $	10.19 | $	9.58 | $	9.86 | $	8.59 | $	6.44  
|Total Return A,B                           | 12.85%  | 2.81%  | 21.20% | 42.32% | (35.83)%
|Ratios to Average Net Assets D,F           |         |        |        |        |         
|Expenses before reductions                 | 1.78%   | 1.77%  | 1.77%  | 1.81%  | 1.81%   
|Expenses net of fee waivers, if any        | 1.78%   | 1.77%  | 1.77%  | 1.81%  | 1.81%   
|Expenses net of all reductions             | 1.77%   | 1.77%  | 1.77%  | 1.81%  | 1.81%   
|Net investment income (loss)               | 5.44%   | 5.19%  | 6.29%  | 7.94%  | 6.90%   
|Supplemental Data                          |         |        |        |        |         
|Net assets, end of period (in millions)    | $	180   | $	164  | $	186  | $	185  | $	131   
|Portfolio turnover rate E                  | 66%     | 68%    | 53%    | 49%    | 45%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012   | 2011   | 2010    | 2009    | 2008    
|------------------------------------------ | ------ | ------ | ------- | ------- | --------
|Selected Per-Share Data                    |        |        |         |         |         
|Net asset value, beginning of period       | $	9.10 | $	9.40 | $	8.22  | $	6.18  | $	10.29 
|Income from Investment Operations          |        |        |         |         |         
|Net investment income (loss) B             | .598   | .595   | .642    | .570    | .701    
|Net realized and unrealized gain (loss)    | .623   | (.233) | 1.128   | 1.949   | (4.140) 
|Total from investment operations           | 1.221  | .362   | 1.770   | 2.519   | (3.439) 
|Distributions from net investment income   | (.673) | (.666) | (.575)  | (.484)  | (.675)  
|Distributions from net realized gain       | -      | -      | (.020)  | -       | -       
|Total distributions                        | (.673) | (.666) | (.595)  | (.484)  | (.675)  
|Redemption fees added to paid in capital B | .002   | .004   | .005    | .005    | .004    
|Net asset value, end of period             | $	9.65 | $	9.10 | $	9.40  | $	8.22  | $	6.18  
|Total Return A                             | 14.07% | 3.83%  | 22.33%  | 43.81%  | (35.17)%
|Ratios to Average Net Assets C,E           |        |        |         |         |         
|Expenses before reductions                 | .78%   | .77%   | .78%    | .81%    | .80%    
|Expenses net of fee waivers, if any        | .78%   | .77%   | .78%    | .81%    | .80%    
|Expenses net of all reductions             | .78%   | .77%   | .78%    | .81%    | .80%    
|Net investment income (loss)               | 6.44%  | 6.19%  | 7.28%   | 8.94%   | 7.91%   
|Supplemental Data                          |        |        |         |         |         
|Net assets, end of period (in millions)    | $	495  | $	498  | $	1,336 | $	1,245 | $	1,190 
|Portfolio turnover rate D                  | 66%    | 68%    | 53%     | 49%     | 45%     

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

BCalculated based on average shares outstanding during the period.

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

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

EExpense 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, 2012

(Amounts in thousands except percentages)

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

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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. In accordance with valuation
policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing
vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be
fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in
determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The
frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the
Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who
make markets in such securities. For corporate bonds, floating rate loans and preferred securities, pricing vendors utilize matrix pricing which
considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized
as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies
which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but
may be Level 3 depending on the circumstances. 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

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These
amounts exclude valuations provided by a broker.

|Asset Type          | Fair Value at
10/31/12 | Valuation
Technique(s)                                       | Unobservable
Input                             | Range           | Weighted
Average
|------------------- | ---------------------- | ------------------------------------------------------------ | ---------------------------------------------- | --------------- | ----------------
|Common Stocks       | $	2,670,504            | Discounted cash flow
Market comparable
Expected distribution | Discount rate
EV/EBITDA multiple
Recovery rate | 20%
6.23
0%     | 20%
6.23
0%     
|Corporate Bonds     | $	879,921              | Market comparable
Expected distribution                      | Transaction price
Recovery rate                | $0.01
0% - 5.7% | $0.01
5.7%      
|Floating Rate Loans | $	337,037              | Market comparable                                            | Transaction price                              | $100.13         | $100.13         
|Preferred Stocks    | $	24,286,989           | Market comparable                                            | Yield                                          | 7.72%           | 7.72%           

For the unobservable inputs listed in the table above, a significant increase in discount rates or yields could result in a significant decrease to
the fair value measurement. A significant increase in EV/EBITDA multiples, recovery rates or transaction prices could result in a significant
increase to the fair value measurement.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of
investments by input level, as of October 31, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of
Investments.

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

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

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 percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships, defaulted bonds, market discount, equity-debt classifications, 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                                                  | $	134,835  
|------------------------------------------------------------------------------ | -----------
|Gross unrealized depreciation                                                  | (150,199)  
|Net unrealized appreciation (depreciation) on securities and other investments | $	(15,364) 
|                                                                               |            
|Tax Cost                                                                       | $	1,965,079

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

|Undistributed ordinary income              | $	20,634   
|------------------------------------------ | -----------
|Capital loss carryforward                  | $	(516,144)
|Net unrealized appreciation (depreciation) | $	(15,364) 

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.
Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in
taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that
expire. Capital loss carryforwards were as follows:

|Fiscal year of expiration       |            
|------------------------------- | -----------
|2016                            | $	(4,443)  
|2017                            | (511,701)  
|Total capital loss carryforward | $	(516,144)

The tax character of distributions paid was as follows:

|                | October 31, 2012 | October 31, 2011
|--------------- | ---------------- | ----------------
|Ordinary Income | $	127,820        | $ 	166,513      

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.

Annual Report

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities.During the period, the Fund transacted in securities on a delayed delivery or
when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying
securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies
securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of
the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to
political, economic, or other factors.

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 invests in direct debt instruments which are interests in amounts owed to lenders by
corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing
commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired
through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the
agent bank and/or borrower prior to the sale of these loans.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,168,911 and $1,212,473, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly
management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net
assets and an annualized group fee rate that averaged .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%        | $	1,671    | $	30           
|Class T | -%               | .25%        | 1,344      | 14             
|Class B | .65%             | .25%        | 296        | 214            
|Class C | .75%             | .25%        | 1,699      | 167            
|        |                  |             | $	5,010    | $	425          

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on
Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C
shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

|         | Retained
by FDC
|-------- | ---------------
|Class A  | $	50           
|Class T  | 14             
|Class B* | 41             
|Class C* | 10             
|         | $	115          

*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             | $	1,120 | .17                    
|Class T             | 844     | .16                    
|Class B             | 78      | .24                    
|Class C             | 277     | .16                    
|Institutional Class | 829     | .16                    
|                    | $	3,148 |                        

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

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 $6 for the period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for
temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending
agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the
Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash)
against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the
period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash
collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period
end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash
collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending
certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central
Funds. Total security lending income during the period amounted to $22. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These
services included payments of certain expenses on behalf of the Fund totaling $53 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.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

|Years ended October 31,    | 2012      | 2011     
|-------------------------- | --------- | ---------
|From net investment income |           |          
|Class A                    | $	43,912  | $	46,354 
|Class T                    | 35,499    | 39,316   
|Class B                    | 2,022     | 2,708    
|Class C                    | 9,907     | 10,342   
|Institutional Class        | 36,480    | 67,793   
|Total                      | $	127,820 | $	166,513

10. Share Transactions.

Transactions for each class of shares were as follows:

|                              | Shares   | Dollars    
|----------------------------- | -------- | -----------
|Years ended October 31,       | 2012     | 2011       
|Class A                       |          |            
|Shares sold                   | 18,603   | 19,681     
|Reinvestment of distributions | 3,559    | 3,599      
|Shares redeemed               | (21,765) | (27,768)   
|Net increase (decrease)       | 397      | (4,488)    
|Class T                       |          |            
|Shares sold                   | 7,732    | 9,921      
|Reinvestment of distributions | 3,085    | 3,282      
|Shares redeemed               | (13,930) | (21,905)   
|Net increase (decrease)       | (3,113)  | (8,702)    
|Class B                       |          |            
|Shares sold                   | 142      | 382        
|Reinvestment of distributions | 150      | 186        
|Shares redeemed               | (1,550)  | (1,880)    
|Net increase (decrease)       | (1,258)  | (1,312)    
|Class C                       |          |            
|Shares sold                   | 2,938    | 3,021      
|Reinvestment of distributions | 724      | 716        
|Shares redeemed               | (3,160)  | (5,455)    
|Net increase (decrease)       | 502      | (1,718)    
|Institutional Class           |          |            
|Shares sold                   | 13,530   | 30,116     
|Reinvestment of distributions | 3,034    | 5,723      
|Shares redeemed               | (19,981) | (123,280) A
|Net increase (decrease)       | (3,417)  | (87,441)   

AAmount includes in-kind redemptions.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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 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, 2012, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 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, 2012, 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, 2012, the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2012

Annual Report

---

# Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, each of the Trustees oversees 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey 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. In addition, the Independent Trustees have worked with FMR to enhance
the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not
limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio
management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management
program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further
under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

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

|Name, Age; Principal Occupations and Other Relevant Experience+
|---------------------------------------------------------------
|James C. Curvey (77)                                           
|                                                               
|Ronald P. O'Hanley (55)                                        
|                                                               

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

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

Annual Report

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 (64)                                           
|                                                               
|Alan J. Lacy (59)                                              
|                                                               
|Ned C. Lautenbach (68)                                         
|                                                               
|Joseph Mauriello (68)                                          
|                                                               
|Robert W. Selander (62)                                        
|                                                               
|Cornelia M. Small (68)                                         
|                                                               
|William S. Stavropoulos (73)                                   
|                                                               
|David M. Thomas (63)                                           
|                                                               
|Michael E. Wiley (62)                                          
|                                                               

+	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 Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts
02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82
Devonshire Street, Boston, Massachusetts 02109.

|Name, Age; Principal Occupation
|-------------------------------
|Edward C. Johnson 3d (82)      
|                               
|Peter S. Lynch (68)            
|                               
|David A. Rosow (70)            
|                               
|Garnett A. Smith (65)          
|                               
|Kenneth B. Robins (43)         
|                               
|Brian B. Hogan (48)            
|                               
|Thomas C. Hense (48)           
|                               
|Scott C. Goebel (44)           
|                               
|William C. Coffey (43)         
|                               
|Elizabeth Paige Baumann (44)   
|                               
|Christine Reynolds (54)        
|                               
|Joseph A. Hanlon (44)          
|                               
|Joseph F. Zambello (55)        
|                               
|Adrien E. Deberghes (45)       
|                               
|Stephen Sadoski (41)           
|                               
|Stephanie J. Dorsey (43)       
|                               
|John R. Hebble (54)            
|                               
|Gary W. Ryan (54)              
|                               
|Jonathan Davis (44)            
|                               

Annual Report

---

# Distributions (Unaudited)

The Board of Trustees of Advisor High Income Advantage 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:

|        | Pay Date | Record Date | Capital Gains
|------- | -------- | ----------- | -------------
|Class A | 12/10/12 | 12/07/12    | $0.127       
|Class T | 12/10/12 | 12/07/12    | $0.127       
|Class B | 12/10/12 | 12/07/12    | $0.127       
|Class C | 12/10/12 | 12/07/12    | $0.127       

A total of 0.04% 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 $79,972,143 of distributions paid during the period January 1, 2012 to October 31, 2012 as qualifying to be taxed as
interest-related dividends for nonresident alien shareholders.

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

Annual Report

---

# Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's
Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing
committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject
matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the
services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's
management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by
Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and
(v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of
compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's
relative investment performance for each class measured over multiple periods against (i) a 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, 2011, 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 (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box
are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class
indicated.

Annual Report

Fidelity Advisor High Income Advantage Fund

wsd430

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 fourth quartile for the one- and five-year periods and the first quartile for the three-year period. 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 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 will closely monitor the performance of the fund in the
coming year.

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The
group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped
Group 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 Advantage Fund

wsd432

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.

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

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

The Board noted that the total expense ratio of each of Class A, Class T, Class B, and Institutional Class ranked below its competitive median for
2011 and the total expense ratio of Class C ranked above its competitive median for 2011. The Board considered that various factors, including
12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total
expense ratios. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the
multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios
of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to
class.

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. The
Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared
Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in
services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

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

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

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

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

Annual Report

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

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory
Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize
the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio
managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s)
that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential
impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology,
including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use
of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net
redemptions from the Fidelity funds.

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
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY



(Fidelity Investment logo)(registered trademark)

`HY-UANN-1212
1.784750.109`



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

High Income Advantage

Fund - Institutional Class

Annual Report

October 31, 2012(Fidelity Cover Art)

---

# Contents

|Performance                                                         | (Click
Here) | How the fund has done over time.                                                                              
|------------------------------------------------------------------- | ------------ | --------------------------------------------------------------------------------------------------------------
|Management's Discussion of Fund
Performance                         | (Click
Here) | The Portfolio 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. © 2012 FMR LLC. All
rights reserved.

Annual Report



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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

---

# Performance: The Bottom Line

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

Average Annual Total Returns

|Periods ended October 31, 2012 | Past 1
year | Past 5
years | Past 10
years
|------------------------------ | ----------- | ------------ | -------------
|Institutional Class            | 14.07%      | 6.20%        | 13.03%       

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® High Income Advantage Fund - Institutional Class on October 31, 2002. The
chart shows how the value of your investment would have changed, and also shows how The BofA Merrill LynchSM US High Yield Constrained Index
performed over the same period.

wsd445

Annual Report

---

# Management's Discussion of Fund Performance

Market Recap: High-yield bonds gained 13.15% for the year ending October 31, 2012, according to The BofA Merrill LynchSM US High Yield
Constrained Index. Worry about eurozone sovereign debt and weak global economic growth failed to restrain the asset class amid favorable supply/demand technicals - with investors attracted to its yields in a very low interest rate environment - accommodative Federal Reserve monetary policy,
plentiful liquidity and a low default rate. High-yield bonds stalled in November before advancing strongly from December through February, then
modestly declined from March through May. The tide shifted in June, though, with the sector rallying as Greece elected a pro-euro government and
the Fed implemented a second round of "Operation Twist" to buoy economic growth. In July, soft corporate earnings and weak economic data were a
concern, but the market was supported by comments late in the month by European Central Bank (ECB) President Mario Draghi, who said the ECB
would do "whatever it takes" to protect the eurozone from collapsing. In August, weak global economic growth was outweighed by anticipation of
further monetary stimulus in the U.S. and abroad, which was announced in September by the Fed and the ECB, respectively. In October, high-yield
bonds overcame lackluster corporate earnings and lower near-term expectations for U.S. economic growth to post a positive return.

Comments from Harley Lank, Portfolio Manager of Fidelity Advisor®High Income Advantage Fund: For the year ending October
31, 2012, the fund's Institutional Class shares returned 14.07%, outperforming the BofA Merrill Lynch index. Security selection in health care and
gaming helped, as did positioning in banks/thrifts and energy. In terms of asset classes, the fund's allocation to high-yield bonds outperformed the
index, as did an out-of-benchmark position in equities and our investments in non-convertible preferred stocks. Litigation proceeds received by the
fund also meaningfully contributed. On the downside, the fund's modest cash position hurt in an up market. Additionally, security selection in technology, automotive/auto parts and textiles/apparel dampened relative results. Top individual contributors included bank/thrift Ally Financial Group,
wireless telecommunications company Clearwire, regional gaming firm Station Casinos, chemicals company LyondellBasell Industries and timely
ownership of oil/gas exploration and production (E&P) company Kodiak Oil & Gas. Conversely, technology firm Alcatel-Lucent detracted, as did E&P
company ATP Oil & Gas, apparel retailer Express, General Motors and gold company AngloGold Ashanti. The last there securities mentioned were not
part of the index.

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, 2012 to October 31,
2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use
the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account
value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class
of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.  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, 2012 | Ending
Account Value
October 31, 2012 | Expenses Paid
During Period*May 1, 2012
to October 31, 2012
|------------------- | ------------------------ | ----------------------------------- | ------------------------------------- | -----------------------------------------------------------
|Class A             | 1.02%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,054.50                            | $	5.27                                                     
|Hypothetical A      |                          | $	1,000.00                          | $	1,020.01                            | $	5.18                                                     
|Class T             | 1.01%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,054.30                            | $	5.22                                                     
|Hypothetical A      |                          | $	1,000.00                          | $	1,020.06                            | $	5.13                                                     
|Class B             | 1.74%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,051.10                            | $	8.97                                                     
|Hypothetical A      |                          | $	1,000.00                          | $	1,016.39                            | $	8.82                                                     
|Class C             | 1.77%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,049.70                            | $	9.12                                                     
|Hypothetical A      |                          | $	1,000.00                          | $	1,016.24                            | $	8.97                                                     
|Institutional Class | .77%                     |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,055.90                            | $	3.98                                                     
|Hypothetical A      |                          | $	1,000.00                          | $	1,021.27                            | $	3.91                                                     

A5% return per year before expenses

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period).

Annual Report

---

# Investment Changes (Unaudited)

|Top Five Holdings as of October 31, 2012                                                   
|-------------------------------------------------------------------------------------------
|(by issuer, excluding cash equivalents)                                                    
|International Lease Finance Corp.                                                          
|GMAC LLC                                                                                   
|Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding
Finance, Inc.
|HCA, Inc.                                                                                  
|Ally Financial Inc.                                                                        
|                                                                                           
|Top Five Market Sectors as of October 31, 2012                                             
|                                                                                           
|Telecommunications                                                                         
|Healthcare                                                                                 
|Energy                                                                                     
|Diversified Financial Services                                                             
|Electric Utilities                                                                         

|Quality Diversification (% of fund's net assets)
|------------------------------------------------
|As of October 31, 2012                          
|wsd242                                          
|wsd397                                          
|wsd245                                          
|wsd251                                          
|wsd258                                          
|wsd261                                          
|wsd408                                          
|wsd264                                          

wsd463

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

|Asset Allocation (% of fund's net assets)
|-----------------------------------------
|As of October 31, 2012*                  
|wsd242                                   
|wsd417                                   
|wsd248                                   
|wsd256                                   
|wsd261                                   
|wsd264                                   
|*Foreign investments                     

wsd477

†Amount represents less than 0.1%.

Annual Report

---

# Investments October 31, 2012

Showing Percentage of Net Assets

|Corporate Bonds - 67.8%                                                                               
|------------------------------------------------------------------------------------------------------
|                                                                                                      
|Convertible Bonds - 0.6%                                                                              
|Air Transportation - 0.2%                                                                             
|UAL Corp. 4.5% 6/30/21 (h)                                                                            
|Broadcasting - 0.0%                                                                                   
|Mood Media Corp. 10% 10/31/15 (h)                                                                     
|Energy - 0.3%                                                                                         
|Chesapeake Energy Corp. 2.75% 11/15/35                                                                
|Headwaters, Inc. 2.5% 2/1/14                                                                          
|                                                                                                      
|Metals/Mining - 0.1%                                                                                  
|Massey Energy Co. 3.25% 8/1/15                                                                        
|TOTAL CONVERTIBLE BONDS                                                                               
|Nonconvertible Bonds - 67.2%                                                                          
|Air Transportation - 0.6%                                                                             
|Continental Airlines, Inc.:                                                                           
|pass-thru trust certificates 6.903% 4/19/22                                                           
|3.5433% 6/2/13 (k)                                                                                    
|7.339% 4/19/14                                                                                        
|Continental Airlines, Inc. 9.25% 5/10/17                                                              
|United Air Lines, Inc. 9.875% 8/1/13 (h)                                                              
|United Air Lines, Inc. pass-thru trust certificates 9.75% 1/15/17                                     
|                                                                                                      
|Automotive - 3.3%                                                                                     
|ArvinMeritor, Inc. 8.125% 9/15/15                                                                     
|Continental Rubber of America Corp. 4.5% 9/15/19 (h)                                                  
|Delphi Corp.:                                                                                         
|5.875% 5/15/19                                                                                        
|6.125% 5/15/21                                                                                        
|Ford Motor Co. 6.625% 10/1/28                                                                         
|Ford Motor Credit Co. LLC:                                                                            
|4.25% 2/3/17                                                                                          
|5.75% 2/1/21                                                                                          
|5.875% 8/2/21                                                                                         
|General Motors Acceptance Corp. 8% 11/1/31                                                            
|General Motors Corp.:                                                                                 
|6.75% 5/1/28 (d)                                                                                      
|7.125% 7/15/13 (d)                                                                                    
|7.2% 1/15/11 (d)                                                                                      
|7.4% 9/1/25 (d)                                                                                       
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Automotive - continued                                                                                
|General Motors Corp.: - continued                                                                     
|7.7% 4/15/16 (d)                                                                                      
|8.25% 7/15/23 (d)                                                                                     
|8.375% 7/15/33 (d)                                                                                    
|General Motors Financial Co., Inc.:                                                                   
|4.75% 8/15/17 (h)                                                                                     
|6.75% 6/1/18                                                                                          
|International Automotive Components Group SA 9.125% 6/1/18 (h)                                        
|Tenneco, Inc. 6.875% 12/15/20                                                                         
|                                                                                                      
|Banks & Thrifts - 3.9%                                                                                
|Ally Financial, Inc.:                                                                                 
|4.625% 6/26/15                                                                                        
|5.5% 2/15/17                                                                                          
|7.5% 9/15/20                                                                                          
|8% 3/15/20                                                                                            
|GMAC LLC:                                                                                             
|8% 12/31/18                                                                                           
|8% 11/1/31                                                                                            
|Washington Mutual Bank 5.5% 1/15/13 (d)                                                               
|                                                                                                      
|Broadcasting - 0.5%                                                                                   
|AMC Networks, Inc. 7.75% 7/15/21                                                                      
|Clear Channel Communications, Inc.:                                                                   
|5.5% 9/15/14                                                                                          
|5.5% 12/15/16                                                                                         
|Mood Media Corp. 9.25% 10/15/20 (h)                                                                   
|                                                                                                      
|Building Materials - 1.1%                                                                             
|Associated Materials LLC 9.125% 11/1/17                                                               
|CEMEX SA de CV 5.3623% 9/30/15 (h)(k)                                                                 
|HD Supply, Inc. 8.125% 4/15/19 (h)                                                                    
|Isabelle Acquisition Sub, Inc. 10% 11/15/18 pay-in-kind (h)(k)                                        
|Nortek, Inc. 8.5% 4/15/21 (h)                                                                         
|Ply Gem Industries, Inc. 8.25% 2/15/18                                                                
|USG Corp. 7.875% 3/30/20 (h)                                                                          
|                                                                                                      
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Cable TV - 1.5%                                                                                       
|Bresnan Broadband Holdings LLC 8% 12/15/18 (h)                                                        
|Cablevision Systems Corp. 5.875% 9/15/22                                                              
|Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp.
13.5% 11/30/16
|DISH DBS Corp.:                                                                                       
|5.875% 7/15/22                                                                                        
|6.75% 6/1/21                                                                                          
|Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 7.5% 3/15/19 (h)                                  
|UPCB Finance III Ltd. 6.625% 7/1/20 (h)                                                               
|UPCB Finance VI Ltd. 6.875% 1/15/22 (h)                                                               
|                                                                                                      
|Capital Goods - 0.1%                                                                                  
|Anixter International, Inc. 5.625% 5/1/19                                                             
|Briggs & Stratton Corp. 6.875% 12/15/20                                                               
|                                                                                                      
|Chemicals - 0.9%                                                                                      
|INEOS Group Holdings PLC 8.5% 2/15/16 (h)                                                             
|Kinove German Bondco GmbH 9.625% 6/15/18 (h)                                                          
|MPM Escrow LLC/MPM Finance Escrow Corp. 8.875% 10/15/20 (h)                                           
|Rockwood Specialties Group, Inc. 4.625% 10/15/20                                                      
|TPC Group LLC 8.25% 10/1/17                                                                           
|                                                                                                      
|Consumer Products - 0.5%                                                                              
|Alphabet Holding Co., Inc. 7.75% 11/1/17 pay-in-kind (h)                                              
|Prestige Brands, Inc. 8.125% 2/1/20                                                                   
|Reddy Ice Corp. 11.25% 3/15/15                                                                        
|                                                                                                      
|Containers - 2.7%                                                                                     
|ARD Finance SA 11.125% 6/1/18 pay-in-kind (h)                                                         
|Ardagh Packaging Finance PLC:                                                                         
|7.375% 10/15/17 (h)                                                                                   
|9.125% 10/15/20 (h)                                                                                   
|Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc.:                                          
|7.375% 10/15/17 (h)                                                                                   
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Containers - continued                                                                                
|Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc.: - continued                              
|9.125% 10/15/20 (h)                                                                                   
|Consolidated Container Co. LLC/Consolidated Container Capital, Inc. 10.125% 7/15/20 (h)               
|Crown Americas LLC/Crown Americas Capital Corp. III 6.25% 2/1/21                                      
|Pretium Packaging LLC/Pretium Finance, Inc. 11.5% 4/1/16                                              
|Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg)
SA:          
|5.75% 10/15/20 (h)                                                                                    
|6.875% 2/15/21                                                                                        
|7.875% 8/15/19                                                                                        
|8.25% 2/15/21                                                                                         
|Tekni-Plex, Inc. 9.75% 6/1/19 (h)                                                                     
|                                                                                                      
|Diversified Financial Services - 6.8%                                                                 
|CIT Group, Inc.:                                                                                      
|4.25% 8/15/17                                                                                         
|4.75% 2/15/15 (h)                                                                                     
|5% 8/15/22                                                                                            
|5.25% 3/15/18                                                                                         
|5.375% 5/15/20                                                                                        
|5.5% 2/15/19 (h)                                                                                      
|Eileme 2 AB 11.625% 1/31/20 (h)                                                                       
|Icahn Enterprises LP/Icahn Enterprises Finance Corp.:                                                 
|8% 1/15/18                                                                                            
|8% 1/15/18 (h)                                                                                        
|International Lease Finance Corp.:                                                                    
|4.875% 4/1/15                                                                                         
|5.25% 1/10/13                                                                                         
|5.625% 9/20/13                                                                                        
|5.65% 6/1/14                                                                                          
|5.75% 5/15/16                                                                                         
|5.875% 5/1/13                                                                                         
|5.875% 4/1/19                                                                                         
|6.25% 5/15/19                                                                                         
|6.625% 11/15/13                                                                                       
|7.125% 9/1/18 (h)                                                                                     
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Diversified Financial Services - continued                                                            
|International Lease Finance Corp.: - continued                                                        
|8.625% 9/15/15                                                                                        
|8.625% 1/15/22                                                                                        
|Penson Worldwide, Inc. 12.5% 5/15/17 (h)                                                              
|Reliance Intermediate Holdings LP 9.5% 12/15/19 (h)                                                   
|                                                                                                      
|Diversified Media - 1.7%                                                                              
|Checkout Holding Corp. 0% 11/15/15 (h)                                                                
|Clear Channel Worldwide Holdings, Inc.:                                                               
|7.625% 3/15/20                                                                                        
|7.625% 3/15/20                                                                                        
|Lamar Media Corp.:                                                                                    
|5.875% 2/1/22                                                                                         
|7.875% 4/15/18                                                                                        
|Liberty Media Corp.:                                                                                  
|8.25% 2/1/30                                                                                          
|8.5% 7/15/29                                                                                          
|National CineMedia LLC:                                                                               
|6% 4/15/22 (h)                                                                                        
|7.875% 7/15/21                                                                                        
|Nielsen Finance LLC/Nielsen Finance Co.:                                                              
|4.5% 10/1/20 (h)                                                                                      
|7.75% 10/15/18                                                                                        
|11.625% 2/1/14                                                                                        
|WMG Acquisition Corp.:                                                                                
|6% 1/15/21 (h)                                                                                        
|9.5% 6/15/16                                                                                          
|                                                                                                      
|Electric Utilities - 6.9%                                                                             
|Atlantic Power Corp. 9% 11/15/18                                                                      
|Calpine Corp. 7.875% 1/15/23 (h)                                                                      
|Energy Future Holdings Corp. 10% 1/15/20                                                              
|Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:          
|10% 12/1/20                                                                                           
|11% 10/1/21                                                                                           
|11.75% 3/1/22 (h)                                                                                     
|Everest Acquisition LLC / Everest Acquisition Finance, Inc.:                                          
|6.875% 5/1/19 (h)                                                                                     
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Electric Utilities - continued                                                                        
|Everest Acquisition LLC / Everest Acquisition Finance, Inc.: - continued                              
|9.375% 5/1/20 (h)                                                                                     
|GenOn Energy, Inc.:                                                                                   
|9.5% 10/15/18                                                                                         
|9.875% 10/15/20                                                                                       
|InterGen NV 9% 6/30/17 (h)                                                                            
|Mirant Americas Generation LLC:                                                                       
|8.5% 10/1/21                                                                                          
|9.125% 5/1/31                                                                                         
|NRG Energy, Inc. 6.625% 3/15/23 (h)                                                                   
|Puget Energy, Inc.:                                                                                   
|5.625% 7/15/22 (h)                                                                                    
|6% 9/1/21                                                                                             
|6.5% 12/15/20                                                                                         
|RRI Energy, Inc. 7.625% 6/15/14                                                                       
|The AES Corp. 7.375% 7/1/21                                                                           
|TXU Corp.:                                                                                            
|5.55% 11/15/14                                                                                        
|6.5% 11/15/24                                                                                         
|6.55% 11/15/34                                                                                        
|                                                                                                      
|Energy - 6.8%                                                                                         
|AmeriGas Finance LLC/AmeriGas Finance Corp.:                                                          
|6.75% 5/20/20                                                                                         
|7% 5/20/22                                                                                            
|Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp. 8.75% 6/15/18                                 
|ATP Oil & Gas Corp. 11.875% 5/1/15 (d)                                                                
|Crestwood Midstream Partners LP / Finance Corp. 7.75% 4/1/19                                          
|Drill Rigs Holdings, Inc. 6.5% 10/1/17 (h)                                                            
|Edgen Murray Corp. 8.75% 11/1/20 (h)                                                                  
|El Paso Energy Corp. 7.75% 1/15/32                                                                    
|EP Energy LLC/Everest Acquisition Finance, Inc. 7.75% 9/1/22 (h)                                      
|EV Energy Partners LP/EV Energy Finance Corp. 8% 4/15/19                                              
|Ferrellgas LP/Ferrellgas Finance Corp. 6.5% 5/1/21                                                    
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Energy - continued                                                                                    
|Forest Oil Corp.:                                                                                     
|7.25% 6/15/19                                                                                         
|7.5% 9/15/20 (h)                                                                                      
|Gulfmark Offshore, Inc. 6.375% 3/15/22 (h)                                                            
|Halcon Resources Corp. 8.875% 5/15/21 (h)(j)                                                          
|Helix Energy Solutions Group, Inc. 9.5% 1/15/16 (h)                                                   
|Kodiak Oil & Gas Corp. 8.125% 12/1/19 (h)                                                             
|LINN Energy LLC/LINN Energy Finance Corp.:                                                            
|6.25% 11/1/19 (h)                                                                                     
|6.5% 5/15/19                                                                                          
|8.625% 4/15/20                                                                                        
|Markwest Energy Partners LP/Markwest Energy Finance Corp. 5.5% 2/15/23                                
|MRC Global, Inc. 9.5% 12/15/16                                                                        
|Offshore Group Investment Ltd.:                                                                       
|7.5% 11/1/19 (h)                                                                                      
|11.5% 8/1/15                                                                                          
|Oil States International, Inc. 6.5% 6/1/19                                                            
|PBF Holding Co. LLC/PBF Finance Corp. 8.25% 2/15/20 (h)                                               
|Petroleum Development Corp. 12% 2/15/18                                                               
|Precision Drilling Corp.:                                                                             
|6.5% 12/15/21                                                                                         
|6.625% 11/15/20                                                                                       
|Pride International, Inc. 6.875% 8/15/20                                                              
|QR Energy LP/QRE Finance Corp. 9.25% 8/1/20 (h)                                                       
|RDS Ultra-Deepwater Ltd. 11.875% 3/15/17 (h)                                                          
|Regency Energy Partners LP/Regency Energy Finance Corp. 5.5% 4/15/23                                  
|Sabine Pass LNG LP 6.5% 11/1/20 (h)                                                                   
|SandRidge Energy, Inc. 7.5% 3/15/21 (h)                                                               
|Star Gas Partners LP/Star Gas Finance Co. 8.875% 12/1/17                                              
|Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375% 8/1/22 (h)                  
|Tesoro Corp.:                                                                                         
|4.25% 10/1/17                                                                                         
|5.375% 10/1/22                                                                                        
|Tesoro Logistics LP/Tesoro Logistics Finance Corp. 5.875% 10/1/20 (h)                                 
|Unit Corp. 6.625% 5/15/21 (h)                                                                         
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Energy - continued                                                                                    
|Venoco, Inc. 11.5% 10/1/17                                                                            
|Western Refining, Inc. 11.25% 6/15/17 (h)                                                             
|                                                                                                      
|Entertainment/Film - 0.1%                                                                             
|Cinemark USA, Inc. 7.375% 6/15/21                                                                     
|Livent, Inc. yankee 9.375% 10/15/04 (d)                                                               
|NAI Entertainment Holdings LLC/NAI Entertainment Finance Corp. 8.25% 12/15/17 (h)                     
|                                                                                                      
|Environmental - 0.4%                                                                                  
|Covanta Holding Corp.:                                                                                
|6.375% 10/1/22                                                                                        
|7.25% 12/1/20                                                                                         
|Tervita Corp. 9.75% 11/1/19 (h)                                                                       
|                                                                                                      
|Food & Drug Retail - 1.5%                                                                             
|Bi-Lo LLC/Bi-Lo Finance Corp. 9.25% 2/15/19 (h)                                                       
|Nutritional Sourcing Corp. 10.125% 8/1/09 (d)                                                         
|Petco Holdings, Inc. 8.5% 10/15/17 pay-in-kind (h)                                                    
|Rite Aid Corp.:                                                                                       
|7.5% 3/1/17                                                                                           
|9.25% 3/15/20                                                                                         
|9.5% 6/15/17                                                                                          
|10.375% 7/15/16                                                                                       
|                                                                                                      
|Food/Beverage/Tobacco - 0.2%                                                                          
|Constellation Brands, Inc. 4.625% 3/1/23                                                              
|Post Holdings, Inc. 7.375% 2/15/22 (h)                                                                
|                                                                                                      
|Gaming - 1.7%                                                                                         
|Boyd Acquisition Sub LLC/Boyd Acquisition Finance Corp. 8.375% 2/15/18 (h)                            
|Caesars Operating Escrow LLC/Caesars Escrow Corp.:                                                    
|8.5% 2/15/20 (h)                                                                                      
|9% 2/15/20 (h)                                                                                        
|Chester Downs & Marina LLC 9.25% 2/1/20 (h)                                                           
|Graton Economic Development Authority 9.625% 9/1/19 (h)                                               
|MCE Finance Ltd. 10.25% 5/15/18                                                                       
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Gaming - continued                                                                                    
|MGM Mirage, Inc.:                                                                                     
|6.875% 4/1/16                                                                                         
|8.625% 2/1/19 (h)                                                                                     
|9% 3/15/20                                                                                            
|MTR Gaming Group, Inc. 11.5% 8/1/19 pay-in-kind                                                       
|Pinnacle Entertainment, Inc. 7.75% 4/1/22                                                             
|Station Casinos LLC 3.66% 6/18/18 (f)(h)                                                              
|                                                                                                      
|Healthcare - 7.7%                                                                                     
|American Renal Holdings, Inc. 8.375% 5/15/18                                                          
|Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp. 7.75% 2/15/19                             
|Community Health Systems, Inc.:                                                                       
|5.125% 8/15/18                                                                                        
|7.125% 7/15/20                                                                                        
|DaVita, Inc.:                                                                                         
|5.75% 8/15/22                                                                                         
|6.625% 11/1/20                                                                                        
|DJO Finance LLC/DJO Finance Corp.:                                                                    
|8.75% 3/15/18 (h)                                                                                     
|9.875% 4/15/18 (h)                                                                                    
|Fresenius Medical Care US Finance II, Inc. 6.5% 9/15/18 (h)                                           
|HCA Holdings, Inc. 7.75% 5/15/21                                                                      
|HCA, Inc.:                                                                                            
|4.75% 5/1/23                                                                                          
|5.875% 3/15/22                                                                                        
|5.875% 5/1/23                                                                                         
|6.5% 2/15/20                                                                                          
|7.5% 2/15/22                                                                                          
|9.875% 2/15/17                                                                                        
|HealthSouth Corp. 5.75% 11/1/24                                                                       
|Hologic, Inc. 6.25% 8/1/20 (h)                                                                        
|IMS Health, Inc. 6% 11/1/20 (h)                                                                       
|Jaguar Holding Co. I 9.375% 10/15/17 pay-in-kind (h)                                                  
|Jaguar Holding Co. II/Jaguar Merger Sub, Inc. 9.5% 12/1/19 (h)                                        
|Legend Acquisition Sub, Inc. 10.75% 8/15/20 (h)                                                       
|Multiplan, Inc. 9.875% 9/1/18 (h)                                                                     
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Healthcare - continued                                                                                
|Omega Healthcare Investors, Inc.:                                                                     
|5.875% 3/15/24                                                                                        
|6.75% 10/15/22                                                                                        
|Radiation Therapy Services, Inc. 8.875% 1/15/17                                                       
|Rotech Healthcare, Inc.:                                                                              
|10.5% 3/15/18                                                                                         
|10.75% 10/15/15                                                                                       
|Rural/Metro Corp. 10.125% 7/15/19 (h)                                                                 
|Sabra Health Care LP/Sabra Capital Corp.:                                                             
|8.125% 11/1/18                                                                                        
|8.125% 11/1/18 (h)                                                                                    
|Sky Growth Acquisition Corp. 7.375% 10/15/20 (h)                                                      
|Teleflex, Inc. 6.875% 6/1/19                                                                          
|Tenet Healthcare Corp.:                                                                               
|4.75% 6/1/20 (h)                                                                                      
|6.75% 2/1/20 (h)                                                                                      
|8.875% 7/1/19                                                                                         
|Valeant Pharmaceuticals International:                                                                
|6.375% 10/15/20 (h)                                                                                   
|6.75% 8/15/21 (h)                                                                                     
|7% 10/1/20 (h)                                                                                        
|7.25% 7/15/22 (h)                                                                                     
|Vanguard Health Holding Co. II LLC / Vanguard Holding Co. II, Inc.:                                   
|7.75% 2/1/19                                                                                          
|7.75% 2/1/19 (h)                                                                                      
|Vanguard Health Systems, Inc. 0% 2/1/16                                                               
|VPI Escrow Corp. 6.375% 10/15/20 (h)                                                                  
|VWR Funding, Inc. 7.25% 9/15/17 (h)                                                                   
|WP Rocket Merger Sub, Inc. 10.125% 7/15/19 (h)                                                        
|                                                                                                      
|Homebuilders/Real Estate - 0.8%                                                                       
|CB Richard Ellis Services, Inc. 6.625% 10/15/20                                                       
|K. Hovnanian Enterprises, Inc.:                                                                       
|7.25% 10/15/20 (h)                                                                                    
|9.125% 11/15/20 (h)                                                                                   
|KB Home:                                                                                              
|7.5% 9/15/22                                                                                          
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Homebuilders/Real Estate - continued                                                                  
|KB Home: - continued                                                                                  
|8% 3/15/20                                                                                            
|Realogy Corp. 9% 1/15/20 (h)                                                                          
|                                                                                                      
|Hotels - 0.1%                                                                                         
|Choice Hotels International, Inc. 5.75% 7/1/22                                                        
|Host Hotels & Resorts LP 4.75% 3/1/23                                                                 
|                                                                                                      
|Insurance - 0.7%                                                                                      
|Hub International Ltd. 8.125% 10/15/18 (h)                                                            
|Prudential Financial, Inc. 5.875% 9/15/42 (k)                                                         
|USI Holdings Corp. 9.75% 5/15/15 (h)                                                                  
|                                                                                                      
|Leisure - 0.1%                                                                                        
|FGI Operating Co. LLC/FGI Finance, Inc. 7.875% 5/1/20 (h)                                             
|Metals/Mining - 1.4%                                                                                  
|Alpha Natural Resources, Inc.:                                                                        
|6% 6/1/19                                                                                             
|6.25% 6/1/21                                                                                          
|American Rock Salt Co. LLC/American Rock Capital Corp. 8.25% 5/1/18 (h)                               
|Boart Longyear Management Pty Ltd. 7% 4/1/21 (h)                                                      
|Calcipar SA 6.875% 5/1/18 (h)                                                                         
|FMG Resources (August 2006) Pty Ltd.:                                                                 
|6% 4/1/17 (h)                                                                                         
|6.375% 2/1/16 (h)                                                                                     
|6.875% 4/1/22 (h)                                                                                     
|7% 11/1/15 (h)                                                                                        
|New Gold, Inc. 7% 4/15/20 (h)                                                                         
|Penn Virginia Resource Partners LP/Penn Virginia Finance Corp. 8.375% 6/1/20 (h)                      
|Rain CII Carbon LLC/CII Carbon Corp. 8% 12/1/18 (h)                                                   
|                                                                                                      
|Paper - 0.6%                                                                                          
|Boise Cascade LLC/Boise Cascade Finance Corp. 6.375% 11/1/20 (h)                                      
|Sappi Papier Holding GmbH 6.625% 4/15/21 (h)                                                          
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Paper - continued                                                                                     
|Verso Paper Holdings LLC/Verso Paper, Inc.:                                                           
|11.75% 1/15/19 (h)                                                                                    
|11.75% 1/15/19 (h)                                                                                    
|                                                                                                      
|Publishing/Printing - 0.2%                                                                            
|Cenveo Corp. 7.875% 12/1/13                                                                           
|Sheridan Group, Inc. 12.5% 4/15/14                                                                    
|                                                                                                      
|Restaurants - 0.1%                                                                                    
|Landry's Acquisition Co. 9.375% 5/1/20 (h)                                                            
|Services - 0.9%                                                                                       
|ARAMARK Holdings Corp. 8.625% 5/1/16 pay-in-kind (h)(k)                                               
|Audatex North America, Inc. 6.75% 6/15/18 (h)                                                         
|Laureate Education, Inc. 9.25% 9/1/19 (h)(j)                                                          
|Sotheby's 5.25% 10/1/22 (h)                                                                           
|TransUnion Holding Co., Inc.:                                                                         
|8.125% 6/15/18 pay-in-kind (h)                                                                        
|9.625% 6/15/18 pay-in-kind (k)                                                                        
|                                                                                                      
|Shipping - 0.8%                                                                                       
|HDTFS, Inc.:                                                                                          
|5.875% 10/15/20 (h)                                                                                   
|6.25% 10/15/22 (h)                                                                                    
|Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17                  
|Navios Maritime Holdings, Inc.:                                                                       
|8.125% 2/15/19                                                                                        
|8.875% 11/1/17                                                                                        
|Navios South American Logisitcs, Inc./Navios Logistics Finance U.S., Inc. 9.25% 4/15/19               
|NESCO LLC/NESCO Holdings Corp. 11.75% 4/15/17 (h)                                                     
|TRAC Intermodal LLC/TRAC Intermodal Corp. 11% 8/15/19 (h)                                             
|Western Express, Inc. 12.5% 4/15/15 (h)                                                               
|                                                                                                      
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Steel - 0.2%                                                                                          
|Aperam:                                                                                               
|7.375% 4/1/16 (h)                                                                                     
|7.75% 4/1/18 (h)                                                                                      
|Ryerson, Inc./Joseph T Ryerson & Son, Inc. 9% 10/15/17 (h)                                            
|                                                                                                      
|Super Retail - 1.1%                                                                                   
|Asbury Automotive Group, Inc.:                                                                        
|7.625% 3/15/17                                                                                        
|8.375% 11/15/20                                                                                       
|Burlington Coat Factory Warehouse Corp. 10% 2/15/19                                                   
|Claire's Stores, Inc. 9% 3/15/19 (h)                                                                  
|Dollar General Corp. 4.125% 7/15/17                                                                   
|Jo-Ann Stores, Inc. 9.75% 10/15/19 pay-in-kind (h)(k)                                                 
|Serta Simmons Holdings, LLC 8.125% 10/1/20 (h)                                                        
|Sonic Automotive, Inc.:                                                                               
|7% 7/15/22 (h)                                                                                        
|9% 3/15/18                                                                                            
|                                                                                                      
|Technology - 3.9%                                                                                     
|Avaya, Inc.:                                                                                          
|7% 4/1/19 (h)                                                                                         
|10.125% 11/1/15 pay-in-kind (k)                                                                       
|Ceridian Corp.:                                                                                       
|8.875% 7/15/19 (h)                                                                                    
|12.25% 11/15/15 pay-in-kind (k)                                                                       
|Emdeon, Inc. 11% 12/31/19                                                                             
|First Data Corp. 6.75% 11/1/20 (h)                                                                    
|Freescale Semiconductor, Inc. 10.125% 3/15/18 (h)                                                     
|Infor US, Inc. 9.375% 4/1/19                                                                          
|Lucent Technologies, Inc.:                                                                            
|6.45% 3/15/29                                                                                         
|6.5% 1/15/28                                                                                          
|NCR Corp. 5% 7/15/22 (h)                                                                              
|Nuance Communications, Inc. 5.375% 8/15/20 (h)                                                        
|NXP BV/NXP Funding LLC 9.75% 8/1/18 (h)                                                               
|Spansion LLC:                                                                                         
|7.875% 11/15/17                                                                                       
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Technology - continued                                                                                
|Spansion LLC: - continued                                                                             
|11.25% 1/15/16 (d)(h)                                                                                 
|SunGard Data Systems, Inc. 6.625% 11/1/19 (h)(j)                                                      
|Viasystems, Inc. 7.875% 5/1/19 (h)                                                                    
|WideOpenWest Finance LLC/WideOpenWest Capital Corp.:                                                  
|10.25% 7/15/19 (h)                                                                                    
|13.375% 10/15/19 (h)                                                                                  
|                                                                                                      
|Telecommunications - 7.3%                                                                             
|Broadview Networks Holdings, Inc. 11.375% 9/1/12 (d)                                                  
|Cequel Communications Escrow 1 LLC/Cequel Communications Escrow Capital Corp. 6.375%
9/15/20 (h)      
|Citizens Communications Co. 7.875% 1/15/27                                                            
|Clearwire Communications LLC/Clearwire Finance, Inc.:                                                 
|12% 12/1/15 (h)                                                                                       
|14.75% 12/1/16 (h)                                                                                    
|Clearwire Escrow Corp. 12% 12/1/15 (h)                                                                
|Digicel Group Ltd.:                                                                                   
|7% 2/15/20 (h)                                                                                        
|8.25% 9/1/17 (h)                                                                                      
|8.25% 9/30/20 (h)                                                                                     
|10.5% 4/15/18 (h)                                                                                     
|Eileme 1 AB 14.25% 8/15/20 pay-in-kind (h)                                                            
|Frontier Communications Corp. 7.125% 1/15/23                                                          
|Intelsat Jackson Holdings SA:                                                                         
|6.625% 12/15/22 (h)                                                                                   
|7.25% 4/1/19                                                                                          
|7.5% 4/1/21                                                                                           
|j2 Global, Inc. 8% 8/1/20 (h)                                                                         
|Level 3 Communications, Inc. 8.875% 6/1/19 (h)                                                        
|Level 3 Financing, Inc. 7% 6/1/20 (h)                                                                 
|Nextel Communications, Inc.:                                                                          
|5.95% 3/15/14                                                                                         
|7.375% 8/1/15                                                                                         
|NII Capital Corp. 7.625% 4/1/21                                                                       
|Satelites Mexicanos SA de CV 9.5% 5/15/17                                                             
|SBA Communications Corp. 5.625% 10/1/19 (h)                                                           
|Corporate Bonds - continued                                                                           
|                                                                                                      
|Nonconvertible Bonds - continued                                                                      
|Telecommunications - continued                                                                        
|Sprint Capital Corp.:                                                                                 
|6.875% 11/15/28                                                                                       
|6.9% 5/1/19                                                                                           
|8.75% 3/15/32                                                                                         
|Sprint Nextel Corp.:                                                                                  
|6% 12/1/16                                                                                            
|7% 8/15/20                                                                                            
|9% 11/15/18 (h)                                                                                       
|Telesat Canada/Telesat LLC 6% 5/15/17 (h)                                                             
|Wind Acquisition Finance SA 7.25% 2/15/18 (h)                                                         
|                                                                                                      
|Textiles & Apparel - 0.1%                                                                             
|Albea Beauty Holdings SA 8.375% 11/1/19 (h)                                                           
|TOTAL NONCONVERTIBLE BONDS                                                                            
|TOTAL CORPORATE BONDS
(Cost $1,294,688)                                                               

|Common Stocks - 7.5%                                                 
|---------------------------------------------------------------------
|                                                                     
|Automotive - 0.2%                                                    
|Delphi Automotive PLC                                                
|General Motors Co. (a)                                               
|Motors Liquidation Co. GUC Trust (a)                                 
|                                                                     
|Banks & Thrifts - 0.3%                                               
|Capital Bank Financial Corp. Series A                                
|Washington Mutual, Inc. (a)                                          
|WMI Holdings Corp. (a)                                               
|                                                                     
|Broadcasting - 0.0%                                                  
|Gray Television, Inc. (a)                                            
|Chemicals - 0.3%                                                     
|LyondellBasell Industries NV Class A                                 
|Diversified Financial Services - 0.3%                                
|The Blackstone Group LP                                              
|Common Stocks - continued                                            
|                                                                     
|Electric Utilities - 0.3%                                            
|The AES Corp.                                                        
|Energy - 0.9%                                                        
|Edgen Group, Inc. Class A                                            
|Ocean Rig UDW, Inc. (United States) (a)                              
|The Williams Companies, Inc.                                         
|Valero Energy Corp.                                                  
|                                                                     
|Food/Beverage/Tobacco - 0.2%                                         
|Apollo Global Management LLC Class A                                 
|Tyson Foods, Inc. Class A                                            
|                                                                     
|Gaming - 0.6%                                                        
|Las Vegas Sands Corp.                                                
|Melco PBL Entertainment (Macau) Ltd. sponsored ADR (a)               
|Station Holdco LLC (a)(l)(m)                                         
|Station Holdco LLC warrants 6/15/18 (a)(l)(m)                        
|                                                                     
|Healthcare - 1.5%                                                    
|Express Scripts Holding Co. (a)                                      
|Tenet Healthcare Corp. (a)                                           
|Universal Health Services, Inc. Class B                              
|                                                                     
|Homebuilders/Real Estate - 0.0%                                      
|Realogy Holdings Corp.                                               
|Leisure - 0.4%                                                       
|Town Sports International Holdings, Inc. (a)                         
|Publishing/Printing - 0.0%                                           
|HMH Holdings, Inc.:                                                  
|warrants 3/9/17 (a)(m)                                               
|warrants 6/22/19 (a)(m)                                              
|Restaurants - 0.3%                                                   
|Dunkin' Brands Group, Inc. (g)                                       
|Technology - 2.0%                                                    
|Cirrus Logic, Inc. (a)                                               
|Facebook, Inc. Class B (a)(m)                                        
|Flextronics International Ltd. (a)                                   
|Freescale Semiconductor Holdings I Ltd. (a)                          
|JDA Software Group, Inc. (a)                                         
|Common Stocks - continued                                            
|                                                                     
|Technology - continued                                               
|NXP Semiconductors NV (a)                                            
|Xerox Corp.                                                          
|                                                                     
|Telecommunications - 0.0%                                            
|Pendrell Corp. (a)                                                   
|Textiles & Apparel - 0.2%                                            
|Arena Brands Holding Corp. Class B (a)(m)                            
|Express, Inc. (a)                                                    
|                                                                     
|TOTAL COMMON STOCKS
(Cost $151,377)                                  
|Preferred Stocks - 5.0%                                              
|                                                                     
|Convertible Preferred Stocks - 1.5%                                  
|Automotive - 0.5%                                                    
|General Motors Co. 4.75%                                             
|Electric Utilities - 0.4%                                            
|PPL Corp.:                                                           
|8.75%                                                                
|9.50%                                                                
|                                                                     
|Energy - 0.3%                                                        
|Apache Corp. 6.00%                                                   
|Chesapeake Energy Corp. Series A, 5.75% (h)                          
|                                                                     
|Metals/Mining - 0.3%                                                 
|AngloGold Ashanti Holdings Finance PLC 6.00%                         
|TOTAL CONVERTIBLE PREFERRED STOCKS                                   
|Nonconvertible Preferred Stocks - 3.5%                               
|Banks & Thrifts - 0.9%                                               
|Ally Financial, Inc. 7.00% (h)                                       
|U.S. Bancorp Series F, 6.50%                                         
|                                                                     
|Consumer Products - 1.2%                                             
|Revlon, Inc. Series A 12.75%                                         
|Diversified Financial Services - 1.0%                                
|Affiliated Managers Group, Inc. 6.375%                               
|Preferred Stocks - continued                                         
|                                                                     
|Nonconvertible Preferred Stocks - continued                          
|Diversified Financial Services - continued                           
|Discover Financial Services Series B, 6.50%                          
|GMAC Capital Trust I Series 2, 8.125%                                
|                                                                     
|Homebuilders/Real Estate - 0.4%                                      
|Annaly Capital Management, Inc. Series D, 7.50% (a)                  
|TOTAL NONCONVERTIBLE PREFERRED STOCKS                                
|TOTAL PREFERRED STOCKS
(Cost $149,574)                               
|Investment Companies - 0.1%                                          
|                                                                     
|2010 Swift Mandatory Common Exchange Security Trust (h)
(Cost $2,783)

|Floating Rate Loans - 13.6%                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                       
|Air Transportation - 0.3%                                                                                                              
|US Airways Group, Inc. term loan 2.711% 3/23/14 (k)                                                                                    
|Broadcasting - 0.2%                                                                                                                    
|Univision Communications, Inc. term loan 4.462% 3/31/17 (k)                                                                            
|Building Materials - 0.1%                                                                                                              
|HD Supply, Inc. Tranche B 1LN, term loan 7.25% 10/12/17 (k)                                                                            
|Cable TV - 0.3%                                                                                                                        
|Atlantic Broadband Holdings I, LLC Tranche B, term loan 4.5% 9/12/19 (k)                                                               
|WideOpenWest Finance LLC Tranche B, term loan 6.25% 7/17/18 (k)                                                                        
|                                                                                                                                       
|Chemicals - 0.0%                                                                                                                       
|PL Propylene LLC Tranche B, term loan 7% 3/27/17 (k)                                                                                   
|Floating Rate Loans - continued                                                                                                        
|                                                                                                                                       
|Diversified Financial Services - 0.4%                                                                                                  
|AlixPartners LLP Tranche 2LN, term loan 10.75% 12/29/19 (k)                                                                            
|Fly Funding II Sarl Tranche B, term loan 6.75% 8/8/18 (k)                                                                              
|                                                                                                                                       
|Diversified Media - 0.0%                                                                                                               
|WMG Acquisition Corp. Tranche B, term loan 5.25% 10/31/18 (k)                                                                          
|Electric Utilities - 1.1%                                                                                                              
|Calpine Corp. Tranche B 3LN, term loan 4.5% 10/9/19 (k)                                                                                
|Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc.
Tranche B, term loan 4.7489% 10/10/17 (k)
|                                                                                                                                       
|Energy - 0.7%                                                                                                                          
|Chesapeake Energy Corp. term loan 8.5% 12/2/17 (k)                                                                                     
|Crestwood Holdings Partners LLC Tranche B, term loan 9.75% 3/26/18 (k)                                                                 
|LSP Madison Funding LLC Tranche 1LN, term loan 5.5% 6/28/19 (k)                                                                        
|MRC Global, Inc. Tranche B, term loan 6.25% 10/21/19 (k)                                                                               
|Panda Sherman Power, LLC term loan 9% 9/14/18 (k)                                                                                      
|Samson Investment Co. Tranche 2LN, term loan 6% 9/25/18 (k)                                                                            
|                                                                                                                                       
|Entertainment/Film - 0.0%                                                                                                              
|Livent, Inc. Tranche A, term loan 18% 1/15/49 pay-in-kind (a)                                                                          
|Environmental - 0.1%                                                                                                                   
|ADS Waste Holdings, Inc. Tranche B, term loan 5.25% 10/9/19 (k)                                                                        
|Food & Drug Retail - 0.5%                                                                                                              
|Sprouts Farmers Market LLC Tranche B, term loan 6% 4/18/18 (k)                                                                         
|Gaming - 0.6%                                                                                                                          
|Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (k)                                                              
|Harrah's Entertainment, Inc.:                                                                                                          
|Tranche B-6, term loan 5.4607% 1/28/18 (k)                                                                                             
|Floating Rate Loans - continued                                                                                                        
|                                                                                                                                       
|Gaming - continued                                                                                                                     
|Harrah's Entertainment, Inc.: - continued                                                                                              
|Tranche B4, term loan 9.5% 10/31/16 (k)                                                                                                
|NP Opco, LLC Tranche B, term loan 5.5% 9/28/19 (k)                                                                                     
|                                                                                                                                       
|Healthcare - 0.4%                                                                                                                      
|Genesis HealthCare Corp. Tranche B, term loan 4% 9/27/17 (k)                                                                           
|Par Pharmaceutical Companies, Inc. Tranche B, term loan 5% 9/28/19 (k)                                                                 
|                                                                                                                                       
|Homebuilders/Real Estate - 1.1%                                                                                                        
|Realogy Corp.:                                                                                                                         
|Credit-Linked Deposit 4.4643% 10/10/16 (k)                                                                                             
|term loan 4.464% 10/10/16 (k)                                                                                                          
|                                                                                                                                       
|Insurance - 1.0%                                                                                                                       
|Asurion Corp.:                                                                                                                         
|Tranche 1st LN, term loan 5.5% 5/24/18 (k)                                                                                             
|Tranche 2nd LN, term loan 9% 5/24/19 (k)                                                                                               
|Tranche B-1 1LN, term loan 4.75% 7/23/17 (k)                                                                                           
|Lonestar Intermediate Super Holdings LLC term loan 11% 9/2/19 (k)                                                                      
|                                                                                                                                       
|Leisure - 0.2%                                                                                                                         
|Town Sports International LLC Tranche B, term loan 5.75% 5/11/18 (k)                                                                   
|Paper - 0.0%                                                                                                                           
|White Birch Paper Co. Tranche 2LN, term loan 11/8/14 (d)                                                                               
|Publishing/Printing - 0.0%                                                                                                             
|Houghton Mifflin Harcourt Publishing Co. term loan 7.25% 5/22/18 (k)                                                                   
|Restaurants - 0.2%                                                                                                                     
|Landry's Restaurants, Inc. Tranche B, term loan 6.5% 4/24/18 (k)                                                                       
|Steel - 0.3%                                                                                                                           
|Essar Steel Algoma, Inc. term loan 8.75% 9/20/14 (k)                                                                                   
|Fortescue Metals Group Ltd. Tranche B, term loan 5.25% 10/18/17 (k)                                                                    
|                                                                                                                                       
|Floating Rate Loans - continued                                                                                                        
|                                                                                                                                       
|Super Retail - 0.6%                                                                                                                    
|BJ's Wholesale Club, Inc.:                                                                                                             
|Tranche 1LN, term loan 5.75% 9/26/19 (k)                                                                                               
|Tranche 2LN, term loan 9.75% 3/26/20 (k)                                                                                               
|Davids Bridal, Inc. Tranche B, term loan 5% 10/11/19 (k)                                                                               
|Serta Simmons Holdings, LLC Tranche B, term loan 5.4334% 10/1/19 (k)                                                                   
|Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (k)                                                                          
|                                                                                                                                       
|Technology - 2.4%                                                                                                                      
|Avaya, Inc. term loan 3.1769% 10/27/14 (k)                                                                                             
|First Data Corp. term loan 4.2107% 3/24/18 (k)                                                                                         
|GoDaddy.com, Inc. Tranche B 1LN, term loan 5.5% 12/16/18 (k)                                                                           
|Kronos, Inc.:                                                                                                                          
|Tranche 2LN, term loan 9.75% 4/24/20 (k)                                                                                               
|Tranche B 1LN, term loan 5.5% 10/24/19 (k)                                                                                             
|Lawson Software, Inc. Tranche B 2LN, term loan 5.25% 4/5/18 (k)                                                                        
|NXP BV:                                                                                                                                
|term loan 4.5% 3/4/17 (k)                                                                                                              
|Tranche A6, term loan 5.25% 3/19/19 (k)                                                                                                
|                                                                                                                                       
|Telecommunications - 3.1%                                                                                                              
|Cricket Communications, Inc. Tranche B, term loan 4.75% 10/10/19 (k)                                                                   
|FairPoint Communications, Inc. term loan 6.5% 1/24/16 (k)                                                                              
|Genesys SA Tranche B, term loan 6.75% 1/31/19 (k)                                                                                      
|Intelsat Jackson Holdings SA Tranche B, term loan 4.5% 4/2/18 (k)                                                                      
|Level 3 Financing, Inc. Tranche B 2LN, term loan 4.75% 8/1/19 (k)                                                                      
|Telesat Holding, Inc. Tranche B, term loan 4.25% 3/28/19 (k)                                                                           
|Floating Rate Loans - continued                                                                                                        
|                                                                                                                                       
|Telecommunications - continued                                                                                                         
|Vodafone Americas Finance 2, Inc.:                                                                                                     
|2nd LN, term loan 6.25% 6/24/16 pay-in-kind                                                                                            
|term loan 6.875% 8/11/15                                                                                                               
|                                                                                                                                       
|TOTAL FLOATING RATE LOANS
(Cost $271,481)                                                                                              

|Preferred Securities - 0.3%                                
|-----------------------------------------------------------
|                                                           
|Diversified Financial Services - 0.3%                      
|Citigroup, Inc. 5.95% (i)(k)
(Cost $4,815)                 
|Money Market Funds - 5.4%                                  
|                                                           
|Fidelity Cash Central Fund, 0.19% (b)                      
|Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)
|TOTAL MONEY MARKET FUNDS
(Cost $106,158)                   
|TOTAL INVESTMENT PORTFOLIO - 99.7%
(Cost $1,980,876)       
|NET OTHER ASSETS (LIABILITIES) - 0.3%                      
|NET ASSETS - 100%                                          

|Currency Abbreviations
|----------------------
|CAD                   

|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)	Amount is stated in United States dollars unless otherwise noted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(f)	Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.                                                                                                                                                                                                                                                                                                                                                                                         
|(g)	Security or a portion of the security is on loan at period end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(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  $573,412,000 or 29.3% of net assets.                                                                                                                                                                                                                 
|(i)	Security is perpetual in nature with no stated maturity date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(j)	Security or a portion of the security purchased on a delayed delivery or when-issued basis.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(k)	Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.                                                                                                                                                                                                                                                                                                                                                                                                                              
|(l)	Investment is owned by an entity that is treated as a corporation for U.S. tax purposes which is owned by the Fund.                                                                                                                                                                                                                                                                                                                                                                                                              
|(m)	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 $4,528,000 or 0.2% of net assets.                                                                                                                                                                                                                                                                    
|Additional information on each restricted holding is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|Security                            | Acquisition
Date   | Acquisition
Cost (000s)
|----------------------------------- | ------------------ | -----------------------
|Arena Brands Holding Corp. Class B  | 6/18/97 - 7/13/98  | $	1,538                
|Facebook, Inc. Class B              | 3/31/11 - 5/19/11  | $	2,403                
|HMH Holdings, Inc. warrants 3/9/17  | 3/9/10             | $	52                   
|HMH Holdings, Inc. warrants 6/22/19 | 6/22/12            | $	8                    
|Station Holdco LLC                  | 6/17/11            | $	1,450                
|Station Holdco LLC warrants 6/15/18 | 10/28/08 - 12/1/08 | $	3,945                

|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                    | $	193                               
|Fidelity Securities Lending Cash Central Fund | 22                                  
|Total                                         | $	215                               

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

|Valuation Inputs at Reporting Date:
|-----------------------------------
|Description
(Amounts in thousands) 
|Investments in Securities:         
|Equities:                          
|Consumer Discretionary             
|Consumer Staples                   
|Energy                             
|Financials                         
|Health Care                        
|Industrials                        
|Information Technology             
|Materials                          
|Utilities                          
|Corporate Bonds                    
|Investment Companies               
|Floating Rate Loans                
|Preferred Securities               
|Money Market Funds                 
|Total Investments in Securities:   

|Valuation Inputs at Reporting Date:                                                                                    
|-----------------------------------------------------------------------------------------------------------------------
|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 Staples                                                                                     |         
|Beginning Balance                                                                                               | $	25,180
|Total Realized Gain (Loss)                                                                                      | -       
|Total Unrealized Gain (Loss)                                                                                    | (893)   
|Cost of Purchases                                                                                               | -       
|Proceeds of Sales                                                                                               | -       
|Amortization/Accretion                                                                                          | -       
|Transfers in to Level 3                                                                                         | -       
|Transfers out of Level 3                                                                                        | -       
|Ending Balance                                                                                                  | $	24,287
|The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2012 | $	(893) 
|Investments in Securities:                                                                                      |         
|Other Investments in Securities                                                                                 |         
|Beginning Balance                                                                                               | $	10,763
|Total Realized Gain (Loss)                                                                                      | (3,967) 
|Total Unrealized Gain (Loss)                                                                                    | 8,146   
|Cost of Purchases                                                                                               | 337     
|Proceeds of Sales                                                                                               | (9,001) 
|Amortization/Accretion                                                                                          | 8       
|Transfers in to Level 3                                                                                         | 35      
|Transfers out of Level 3                                                                                        | (2,402) 
|Ending Balance                                                                                                  | $	3,919 
|The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2012 | $	1,126 

|The information used in the above reconciliations 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 reconciliations are included in Net Gain (Loss) on
the Fund's Statement of Operations.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|United States of America           | 89.6% 
|---------------------------------- | ------
|Luxembourg                         | 1.8%  
|Cayman Islands                     | 1.6%  
|Netherlands                        | 1.5%  
|Canada                             | 1.1%  
|Australia                          | 1.0%  
|Others (Individually Less Than 1%) | 3.4%  
|                                   | 100.0%

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

Annual Report

---

# Financial Statements

## Statement of Assets and Liabilities

|Amounts in thousands (except per-share amounts)                                                                                              | October 31, 2012
|-------------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                                             |                 
|Assets                                                                                                                                       |                 
|Investment in securities, at value (including securities loaned of $440) - See accompanying
schedule:
Unaffiliated issuers (cost $1,874,718) | $	1,843,557     
|Fidelity Central Funds (cost $106,158)                                                                                                       | 106,158         
|Total Investments (cost $1,980,876)                                                                                                          |                 
|Cash                                                                                                                                         |                 
|Receivable for investments sold                                                                                                              |                 
|Receivable for fund shares sold                                                                                                              |                 
|Dividends receivable                                                                                                                         |                 
|Interest receivable                                                                                                                          |                 
|Distributions receivable from Fidelity Central Funds                                                                                         |                 
|Other receivables                                                                                                                            |                 
|Total assets                                                                                                                                 |                 
|                                                                                                                                             |                 
|Liabilities                                                                                                                                  |                 
|Payable to custodian bank                                                                                                                    | $	6,043         
|Payable for investments purchased 
Regular delivery                                                                                          | 28,196          
|Delayed delivery                                                                                                                             | 9,324           
|Payable for fund shares redeemed                                                                                                             | 3,685           
|Distributions payable                                                                                                                        | 1,704           
|Accrued management fee                                                                                                                       | 937             
|Distribution and service plan fees payable                                                                                                   | 433             
|Other affiliated payables                                                                                                                    | 320             
|Other payables and accrued expenses                                                                                                          | 123             
|Collateral on securities loaned, at value                                                                                                    | 451             
|Total liabilities                                                                                                                            |                 
|                                                                                                                                             |                 
|Net Assets                                                                                                                                   |                 
|Net Assets consist of:                                                                                                                       |                 
|Paid in capital                                                                                                                              |                 
|Undistributed net investment income                                                                                                          |                 
|Accumulated undistributed net realized gain (loss) on investments and foreign currency
transactions                                          |                 
|Net unrealized appreciation (depreciation) on investments                                                                                    |                 
|Net Assets                                                                                                                                   |                 

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, 2012
|------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                          |                 
|Calculation of Maximum Offering Price
Class A:
Net Asset Valueand redemption price per share ($705,082 ÷ 69,045.7 shares) |                 
|                                                                                                                          |                 
|Maximum offering price per share (100/96.00 of $10.21)                                                                    |                 
|Class T:
Net Asset Value and redemption price per share ($546,650 ÷ 53,271.0 shares)                                      |                 
|                                                                                                                          |                 
|Maximum offering price per share (100/96.00 of $10.26)                                                                    |                 
|Class B:
Net Asset Value and offering price per share($27,776 ÷ 2,737.8 shares)A                                          |                 
|                                                                                                                          |                 
|Class C:
Net Asset Value and offering price per share($179,987 ÷ 17,654.6 shares)A                                        |                 
|                                                                                                                          |                 
|Institutional Class:
Net Asset Value, offering price and redemption price per share ($495,202 ÷ 51,332.5 shares)          |                 

ARedemption 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, 2012
|----------------------------------------------------------------------------- | ---------------------------
|                                                                              |                            
|Investment Income                                                             |                            
|Dividends                                                                     |                            
|Interest                                                                      |                            
|Income from Fidelity Central Funds                                            |                            
|Total income                                                                  |                            
|                                                                              |                            
|Expenses                                                                      |                            
|Management fee                                                                | $	10,837                   
|Transfer agent fees                                                           | 3,148                      
|Distribution and service plan fees                                            | 5,010                      
|Accounting and security lending fees                                          | 635                        
|Custodian fees and expenses                                                   | 38                         
|Independent trustees' compensation                                            | 13                         
|Registration fees                                                             | 120                        
|Audit                                                                         | 78                         
|Legal                                                                         | 26                         
|Miscellaneous                                                                 | 19                         
|Total expenses before reductions                                              | 19,924                     
|Expense reductions                                                            | (54)                       
|Net investment income (loss)                                                  |                            
|Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:              |                            
|Investment securities:                                                        |                            
|Unaffiliated issuers                                                          | 8,371                      
|Foreign currency transactions                                                 | (16)                       
|Total net realized gain (loss)                                                |                            
|Change in net unrealized appreciation (depreciation) on investment securities |                            
|Net gain (loss)                                                               |                            
|Net increase (decrease) in net assets resulting from operations               |                            

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,
2012 | Year ended
October 31,
2011
|----------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ---------------------------
|Increase (Decrease) in Net Assets                                                                                                         |                             |                            
|Operations                                                                                                                                |                             |                            
|Net investment income (loss)                                                                                                              | $	118,248                   | $	142,952                  
|Net realized gain (loss)                                                                                                                  | 8,355                       | 204,011                    
|Change in net unrealized appreciation (depreciation)                                                                                      | 118,310                     | (207,014)                  
|Net increase (decrease) in net assets resulting
from operations                                                                           | 244,913                     | 139,949                    
|Distributions to shareholders from net investment income                                                                                  | (127,820)                   | (166,513)                  
|Share transactions - net increase (decrease)                                                                                              | (65,223)                    | (1,013,925)                
|Redemption fees                                                                                                                           | 323                         | 946                        
|Total increase (decrease) in net assets                                                                                                   | 52,193                      | (1,039,543)                
|                                                                                                                                          |                             |                            
|Net Assets                                                                                                                                |                             |                            
|Beginning of period                                                                                                                       | 1,902,504                   | 2,942,047                  
|End of period (including undistributed net investment income of $36,414 and undistributed
net investment income of $47,488, respectively) | $	1,954,697                 | $	1,902,504                

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

Annual Report

## Financial Highlights - Class A

|Years ended October 31,                    | 2012    | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------- | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |         |        |        |        |         
|Net asset value, beginning of period       | $	9.59  | $	9.87 | $	8.60 | $	6.44 | $	10.70 
|Income from Investment Operations          |         |        |        |        |         
|Net investment income (loss) C             | .607    | .593   | .650   | .587   | .712    
|Net realized and unrealized gain (loss)    | .658    | (.238) | 1.185  | 2.033  | (4.326) 
|Total from investment operations           | 1.265   | .355   | 1.835  | 2.620  | (3.614) 
|Distributions from net investment income   | (.647)  | (.639) | (.550) | (.465) | (.650)  
|Distributions from net realized gain       | -       | -      | (.020) | -      | -       
|Total distributions                        | (.647)  | (.639) | (.570) | (.465) | (.650)  
|Redemption fees added to paid in capital C | .002    | .004   | .005   | .005   | .004    
|Net asset value, end of period             | $	10.21 | $	9.59 | $	9.87 | $	8.60 | $	6.44  
|Total Return A,B                           | 13.78%  | 3.57%  | 22.06% | 43.51% | (35.41)%
|Ratios to Average Net Assets D,F           |         |        |        |        |         
|Expenses before reductions                 | 1.03%   | 1.03%  | 1.03%  | 1.07%  | 1.07%   
|Expenses net of fee waivers, if any        | 1.03%   | 1.03%  | 1.03%  | 1.07%  | 1.07%   
|Expenses net of all reductions             | 1.03%   | 1.03%  | 1.03%  | 1.07%  | 1.07%   
|Net investment income (loss)               | 6.18%   | 5.93%  | 7.03%  | 8.68%  | 7.64%   
|Supplemental Data                          |         |        |        |        |         
|Net assets, end of period (in millions)    | $	705   | $	659  | $	722  | $	703  | $	519   
|Portfolio turnover rate E                  | 66%     | 68%    | 53%    | 49%    | 45%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012    | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------- | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |         |        |        |        |         
|Net asset value, beginning of period       | $	9.64  | $	9.92 | $	8.64 | $	6.47 | $	10.74 
|Income from Investment Operations          |         |        |        |        |         
|Net investment income (loss) C             | .610    | .597   | .653   | .586   | .722    
|Net realized and unrealized gain (loss)    | .656    | (.241) | 1.193  | 2.046  | (4.344) 
|Total from investment operations           | 1.266   | .356   | 1.846  | 2.632  | (3.622) 
|Distributions from net investment income   | (.648)  | (.640) | (.551) | (.467) | (.652)  
|Distributions from net realized gain       | -       | -      | (.020) | -      | -       
|Total distributions                        | (.648)  | (.640) | (.571) | (.467) | (.652)  
|Redemption fees added to paid in capital C | .002    | .004   | .005   | .005   | .004    
|Net asset value, end of period             | $	10.26 | $	9.64 | $	9.92 | $	8.64 | $	6.47  
|Total Return A,B                           | 13.72%  | 3.56%  | 22.09% | 43.50% | (35.36)%
|Ratios to Average Net Assets D,F           |         |        |        |        |         
|Expenses before reductions                 | 1.02%   | 1.02%  | 1.02%  | 1.05%  | 1.04%   
|Expenses net of fee waivers, if any        | 1.02%   | 1.02%  | 1.02%  | 1.05%  | 1.04%   
|Expenses net of all reductions             | 1.02%   | 1.02%  | 1.02%  | 1.05%  | 1.04%   
|Net investment income (loss)               | 6.19%   | 5.94%  | 7.04%  | 8.70%  | 7.67%   
|Supplemental Data                          |         |        |        |        |         
|Net assets, end of period (in millions)    | $	547   | $	543  | $	645  | $	678  | $	542   
|Portfolio turnover rate E                  | 66%     | 68%    | 53%    | 49%    | 45%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012    | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------- | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |         |        |        |        |         
|Net asset value, beginning of period       | $	9.53  | $	9.82 | $	8.56 | $	6.41 | $	10.65 
|Income from Investment Operations          |         |        |        |        |         
|Net investment income (loss) C             | .532    | .519   | .581   | .532   | .652    
|Net realized and unrealized gain (loss)    | .663    | (.245) | 1.180  | 2.033  | (4.309) 
|Total from investment operations           | 1.195   | .274   | 1.761  | 2.565  | (3.657) 
|Distributions from net investment income   | (.577)  | (.568) | (.486) | (.420) | (.587)  
|Distributions from net realized gain       | -       | -      | (.020) | -      | -       
|Total distributions                        | (.577)  | (.568) | (.506) | (.420) | (.587)  
|Redemption fees added to paid in capital C | .002    | .004   | .005   | .005   | .004    
|Net asset value, end of period             | $	10.15 | $	9.53 | $	9.82 | $	8.56 | $	6.41  
|Total Return A,B                           | 13.06%  | 2.75%  | 21.20% | 42.62% | (35.83)%
|Ratios to Average Net Assets D,F           |         |        |        |        |         
|Expenses before reductions                 | 1.75%   | 1.75%  | 1.74%  | 1.76%  | 1.77%   
|Expenses net of fee waivers, if any        | 1.75%   | 1.75%  | 1.74%  | 1.75%  | 1.75%   
|Expenses net of all reductions             | 1.75%   | 1.74%  | 1.74%  | 1.75%  | 1.75%   
|Net investment income (loss)               | 5.46%   | 5.21%  | 6.32%  | 8.00%  | 6.96%   
|Supplemental Data                          |         |        |        |        |         
|Net assets, end of period (in millions)    | $	28    | $	38   | $	52   | $	65   | $	59    
|Portfolio turnover rate E                  | 66%     | 68%    | 53%    | 49%    | 45%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012    | 2011   | 2010   | 2009   | 2008    
|------------------------------------------ | ------- | ------ | ------ | ------ | --------
|Selected Per-Share Data                    |         |        |        |        |         
|Net asset value, beginning of period       | $	9.58  | $	9.86 | $	8.59 | $	6.44 | $	10.69 
|Income from Investment Operations          |         |        |        |        |         
|Net investment income (loss) C             | .533    | .518   | .581   | .536   | .645    
|Net realized and unrealized gain (loss)    | .649    | (.237) | 1.186  | 2.025  | (4.318) 
|Total from investment operations           | 1.182   | .281   | 1.767  | 2.561  | (3.673) 
|Distributions from net investment income   | (.574)  | (.565) | (.482) | (.416) | (.581)  
|Distributions from net realized gain       | -       | -      | (.020) | -      | -       
|Total distributions                        | (.574)  | (.565) | (.502) | (.416) | (.581)  
|Redemption fees added to paid in capital C | .002    | .004   | .005   | .005   | .004    
|Net asset value, end of period             | $	10.19 | $	9.58 | $	9.86 | $	8.59 | $	6.44  
|Total Return A,B                           | 12.85%  | 2.81%  | 21.20% | 42.32% | (35.83)%
|Ratios to Average Net Assets D,F           |         |        |        |        |         
|Expenses before reductions                 | 1.78%   | 1.77%  | 1.77%  | 1.81%  | 1.81%   
|Expenses net of fee waivers, if any        | 1.78%   | 1.77%  | 1.77%  | 1.81%  | 1.81%   
|Expenses net of all reductions             | 1.77%   | 1.77%  | 1.77%  | 1.81%  | 1.81%   
|Net investment income (loss)               | 5.44%   | 5.19%  | 6.29%  | 7.94%  | 6.90%   
|Supplemental Data                          |         |        |        |        |         
|Net assets, end of period (in millions)    | $	180   | $	164  | $	186  | $	185  | $	131   
|Portfolio turnover rate E                  | 66%     | 68%    | 53%    | 49%    | 45%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012   | 2011   | 2010    | 2009    | 2008    
|------------------------------------------ | ------ | ------ | ------- | ------- | --------
|Selected Per-Share Data                    |        |        |         |         |         
|Net asset value, beginning of period       | $	9.10 | $	9.40 | $	8.22  | $	6.18  | $	10.29 
|Income from Investment Operations          |        |        |         |         |         
|Net investment income (loss) B             | .598   | .595   | .642    | .570    | .701    
|Net realized and unrealized gain (loss)    | .623   | (.233) | 1.128   | 1.949   | (4.140) 
|Total from investment operations           | 1.221  | .362   | 1.770   | 2.519   | (3.439) 
|Distributions from net investment income   | (.673) | (.666) | (.575)  | (.484)  | (.675)  
|Distributions from net realized gain       | -      | -      | (.020)  | -       | -       
|Total distributions                        | (.673) | (.666) | (.595)  | (.484)  | (.675)  
|Redemption fees added to paid in capital B | .002   | .004   | .005    | .005    | .004    
|Net asset value, end of period             | $	9.65 | $	9.10 | $	9.40  | $	8.22  | $	6.18  
|Total Return A                             | 14.07% | 3.83%  | 22.33%  | 43.81%  | (35.17)%
|Ratios to Average Net Assets C,E           |        |        |         |         |         
|Expenses before reductions                 | .78%   | .77%   | .78%    | .81%    | .80%    
|Expenses net of fee waivers, if any        | .78%   | .77%   | .78%    | .81%    | .80%    
|Expenses net of all reductions             | .78%   | .77%   | .78%    | .81%    | .80%    
|Net investment income (loss)               | 6.44%  | 6.19%  | 7.28%   | 8.94%   | 7.91%   
|Supplemental Data                          |        |        |         |         |         
|Net assets, end of period (in millions)    | $	495  | $	498  | $	1,336 | $	1,245 | $	1,190 
|Portfolio turnover rate D                  | 66%    | 68%    | 53%     | 49%     | 45%     

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

BCalculated based on average shares outstanding during the period.

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

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

EExpense 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, 2012

(Amounts in thousands except percentages)

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

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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. In accordance with valuation
policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing
vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be
fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in
determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The
frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the
Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who
make markets in such securities. For corporate bonds, floating rate loans and preferred securities, pricing vendors utilize matrix pricing which
considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized
as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies
which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but
may be Level 3 depending on the circumstances. 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

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These
amounts exclude valuations provided by a broker.

|Asset Type          | Fair Value at
10/31/12 | Valuation
Technique(s)                                       | Unobservable
Input                             | Range           | Weighted
Average
|------------------- | ---------------------- | ------------------------------------------------------------ | ---------------------------------------------- | --------------- | ----------------
|Common Stocks       | $	2,670,504            | Discounted cash flow
Market comparable
Expected distribution | Discount rate
EV/EBITDA multiple
Recovery rate | 20%
6.23
0%     | 20%
6.23
0%     
|Corporate Bonds     | $	879,921              | Market comparable
Expected distribution                      | Transaction price
Recovery rate                | $0.01
0% - 5.7% | $0.01
5.7%      
|Floating Rate Loans | $	337,037              | Market comparable                                            | Transaction price                              | $100.13         | $100.13         
|Preferred Stocks    | $	24,286,989           | Market comparable                                            | Yield                                          | 7.72%           | 7.72%           

For the unobservable inputs listed in the table above, a significant increase in discount rates or yields could result in a significant decrease to
the fair value measurement. A significant increase in EV/EBITDA multiples, recovery rates or transaction prices could result in a significant
increase to the fair value measurement.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of
investments by input level, as of October 31, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of
Investments.

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

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

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 percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships, defaulted bonds, market discount, equity-debt classifications, 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                                                  | $	134,835  
|------------------------------------------------------------------------------ | -----------
|Gross unrealized depreciation                                                  | (150,199)  
|Net unrealized appreciation (depreciation) on securities and other investments | $	(15,364) 
|                                                                               |            
|Tax Cost                                                                       | $	1,965,079

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

|Undistributed ordinary income              | $	20,634   
|------------------------------------------ | -----------
|Capital loss carryforward                  | $	(516,144)
|Net unrealized appreciation (depreciation) | $	(15,364) 

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.
Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in
taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that
expire. Capital loss carryforwards were as follows:

|Fiscal year of expiration       |            
|------------------------------- | -----------
|2016                            | $	(4,443)  
|2017                            | (511,701)  
|Total capital loss carryforward | $	(516,144)

The tax character of distributions paid was as follows:

|                | October 31, 2012 | October 31, 2011
|--------------- | ---------------- | ----------------
|Ordinary Income | $	127,820        | $ 	166,513      

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.

Annual Report

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities.During the period, the Fund transacted in securities on a delayed delivery or
when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying
securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies
securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of
the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to
political, economic, or other factors.

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 invests in direct debt instruments which are interests in amounts owed to lenders by
corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing
commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired
through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the
agent bank and/or borrower prior to the sale of these loans.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,168,911 and $1,212,473, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly
management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net
assets and an annualized group fee rate that averaged .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%        | $	1,671    | $	30           
|Class T | -%               | .25%        | 1,344      | 14             
|Class B | .65%             | .25%        | 296        | 214            
|Class C | .75%             | .25%        | 1,699      | 167            
|        |                  |             | $	5,010    | $	425          

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on
Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C
shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

|         | Retained
by FDC
|-------- | ---------------
|Class A  | $	50           
|Class T  | 14             
|Class B* | 41             
|Class C* | 10             
|         | $	115          

*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             | $	1,120 | .17                    
|Class T             | 844     | .16                    
|Class B             | 78      | .24                    
|Class C             | 277     | .16                    
|Institutional Class | 829     | .16                    
|                    | $	3,148 |                        

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

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 $6 for the period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for
temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending
agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the
Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash)
against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the
period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash
collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period
end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash
collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending
certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central
Funds. Total security lending income during the period amounted to $22. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These
services included payments of certain expenses on behalf of the Fund totaling $53 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.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

|Years ended October 31,    | 2012      | 2011     
|-------------------------- | --------- | ---------
|From net investment income |           |          
|Class A                    | $	43,912  | $	46,354 
|Class T                    | 35,499    | 39,316   
|Class B                    | 2,022     | 2,708    
|Class C                    | 9,907     | 10,342   
|Institutional Class        | 36,480    | 67,793   
|Total                      | $	127,820 | $	166,513

10. Share Transactions.

Transactions for each class of shares were as follows:

|                              | Shares   | Dollars    
|----------------------------- | -------- | -----------
|Years ended October 31,       | 2012     | 2011       
|Class A                       |          |            
|Shares sold                   | 18,603   | 19,681     
|Reinvestment of distributions | 3,559    | 3,599      
|Shares redeemed               | (21,765) | (27,768)   
|Net increase (decrease)       | 397      | (4,488)    
|Class T                       |          |            
|Shares sold                   | 7,732    | 9,921      
|Reinvestment of distributions | 3,085    | 3,282      
|Shares redeemed               | (13,930) | (21,905)   
|Net increase (decrease)       | (3,113)  | (8,702)    
|Class B                       |          |            
|Shares sold                   | 142      | 382        
|Reinvestment of distributions | 150      | 186        
|Shares redeemed               | (1,550)  | (1,880)    
|Net increase (decrease)       | (1,258)  | (1,312)    
|Class C                       |          |            
|Shares sold                   | 2,938    | 3,021      
|Reinvestment of distributions | 724      | 716        
|Shares redeemed               | (3,160)  | (5,455)    
|Net increase (decrease)       | 502      | (1,718)    
|Institutional Class           |          |            
|Shares sold                   | 13,530   | 30,116     
|Reinvestment of distributions | 3,034    | 5,723      
|Shares redeemed               | (19,981) | (123,280) A
|Net increase (decrease)       | (3,417)  | (87,441)   

AAmount includes in-kind redemptions.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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 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, 2012, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 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, 2012, 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, 2012, the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2012

Annual Report

---

# Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, each of the Trustees oversees 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey 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. In addition, the Independent Trustees have worked with FMR to enhance
the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not
limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio
management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management
program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further
under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

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

|Name, Age; Principal Occupations and Other Relevant Experience+
|---------------------------------------------------------------
|James C. Curvey (77)                                           
|                                                               
|Ronald P. O'Hanley (55)                                        
|                                                               

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

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

Annual Report

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 (64)                                           
|                                                               
|Alan J. Lacy (59)                                              
|                                                               
|Ned C. Lautenbach (68)                                         
|                                                               
|Joseph Mauriello (68)                                          
|                                                               
|Robert W. Selander (62)                                        
|                                                               
|Cornelia M. Small (68)                                         
|                                                               
|William S. Stavropoulos (73)                                   
|                                                               
|David M. Thomas (63)                                           
|                                                               
|Michael E. Wiley (62)                                          
|                                                               

+	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 Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts
02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82
Devonshire Street, Boston, Massachusetts 02109.

|Name, Age; Principal Occupation
|-------------------------------
|Edward C. Johnson 3d (82)      
|                               
|Peter S. Lynch (68)            
|                               
|David A. Rosow (70)            
|                               
|Garnett A. Smith (65)          
|                               
|Kenneth B. Robins (43)         
|                               
|Brian B. Hogan (48)            
|                               
|Thomas C. Hense (48)           
|                               
|Scott C. Goebel (44)           
|                               
|William C. Coffey (43)         
|                               
|Elizabeth Paige Baumann (44)   
|                               
|Christine Reynolds (54)        
|                               
|Joseph A. Hanlon (44)          
|                               
|Joseph F. Zambello (55)        
|                               
|Adrien E. Deberghes (45)       
|                               
|Stephen Sadoski (41)           
|                               
|Stephanie J. Dorsey (43)       
|                               
|John R. Hebble (54)            
|                               
|Gary W. Ryan (54)              
|                               
|Jonathan Davis (44)            
|                               

Annual Report

---

# Distributions (Unaudited)

The Board of Trustees of Advisor High Income Advantage 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:

|                    | Pay Date | Record Date | Capital Gains
|------------------- | -------- | ----------- | -------------
|Institutional Class | 12/10/12 | 12/07/12    | $0.127       

A total of 0.04% 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 $79,972,143 of distributions paid during the period January 1, 2012 to October 31, 2012 as qualifying to be taxed as
interest-related dividends for nonresident alien shareholders.

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

Annual Report

---

# Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's
Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing
committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject
matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the
services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's
management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by
Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and
(v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of
compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's
relative investment performance for each class measured over multiple periods against (i) a 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, 2011, 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 (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box
are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class
indicated.

Annual Report

Fidelity Advisor High Income Advantage Fund

wsd479

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 fourth quartile for the one- and five-year periods and the first quartile for the three-year period. 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 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 will closely monitor the performance of the fund in the
coming year.

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The
group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped
Group 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 Advantage Fund

wsd481

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.

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

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

The Board noted that the total expense ratio of each of Class A, Class T, Class B, and Institutional Class ranked below its competitive median for
2011 and the total expense ratio of Class C ranked above its competitive median for 2011. The Board considered that various factors, including
12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total
expense ratios. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the
multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios
of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to
class.

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. The
Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared
Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in
services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

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

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

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

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

Annual Report

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

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory
Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize
the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio
managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s)
that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential
impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology,
including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use
of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net
redemptions from the Fidelity funds.

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
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY



(Fidelity Investment logo)(registered trademark)

`HYI-UANN-1212
1.784751.109`



(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

High Income

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

Annual Report

October 31, 2012(Fidelity Cover Art)

---

# Contents

|Performance                                                         | (Click
Here) | How the fund has done over time.                                                                             
|------------------------------------------------------------------- | ------------ | -------------------------------------------------------------------------------------------------------------
|Management's Discussion of Fund
Performance                         | (Click
Here) | The Portfolio 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. © 2012 FMR LLC. All
rights reserved.

Annual Report



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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

---

# Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend
income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions
or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow. 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, 2012                    | Past 1
year | Past 5
years | Past 10
years
|------------------------------------------------- | ----------- | ------------ | -------------
|Class A (incl. 4.00% sales charge)†               | 7.37%       | 5.94%        | 8.55%        
|Class T (incl. 4.00% sales charge)†               | 7.35%       | 5.93%        | 8.49%        
|Class B (incl. contingent deferred sales charge)A | 6.08%       | 5.80%        | 8.45%        
|Class C (incl. contingent deferred sales charge)B | 10.03%      | 6.03%        | 8.14%        

†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.

AClass 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.

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

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® High Income Fund - Class A on October 31, 2002, 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 LynchSM US
High Yield Constrained Index performed over the same period.

wsd494

Annual Report

---

# Management's Discussion of Fund Performance

Market Recap: High-yield bonds gained 13.15% for the year ending October 31, 2012, according to The BofA Merrill LynchSM US High Yield
Constrained Index. Worry about eurozone sovereign debt and weak global economic growth failed to restrain the asset class amid favorable
supply/demand technicals - with investors attracted to its yields in a very low interest rate environment - accommodative Federal Reserve
monetary policy, plentiful liquidity and a low default rate. High-yield bonds stalled in November before advancing strongly from December through
February, then modestly declined from March through May. The tide shifted in June, though, with the sector rallying as Greece elected a pro-euro
government and the Fed implemented a second round of "Operation Twist" to buoy economic growth. In July, soft corporate earnings and weak
economic data were a concern, but the market was supported by comments late in the month by European Central Bank (ECB) President Mario
Draghi, who said the ECB would do "whatever it takes" to protect the eurozone from collapsing. In August, weak global economic growth was
outweighed by anticipation of further monetary stimulus in the U.S. and abroad, which was announced in September by the Fed and the ECB,
respectively. In October, high-yield bonds overcame lackluster corporate earnings and lower near-term expectations for U.S. economic growth to post a
positive return.

Comments from Matthew Conti, Portfolio Manager of Fidelity Advisor®High Income Fund: For the year, the fund's Class A, Class T,
Class B and Class C shares returned 11.84%, 11.83%, 11.08% and 11.03%, respectively (excluding sales charges), underperforming the BofA Merrill Lynch
index. The fund was hurt by its positioning in telecommunications and banks/thrifts, and by security selection in technology. The fund's cash position
- mainly the short-term result of inflows and bond refinancings that took some time to reinvest - also dampened returns in an up market. Detractors included a short-duration position in wireless telecom provider Sprint Nextel, telecom equipment provider Alcatel-Lucent, an overweighting in
Ford Motor Credit, not owning wireless spectrum company and index component Clearwire and an underweighting in auto financing bank Ally
Financial. Conversely, security selection in utilities and energy helped, as did our positioning in homebuilders/real estate. Among the contributors were
homebuilder Standard Pacific, casino operator MGM Mirage, a high-quality, limited-maturity positioning in Texas utility TXU, an overweighting in
automaker Chrysler and not owning Kazakh bank and index constituent BTA Bank.

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, 2012 to October 31,
2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use
the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account
value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class
of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012 | Ending
Account Value
October 31, 2012 | Expenses Paid
During Period*May 1, 2012
to October 31, 2012
|------------------- | ------------------------ | ----------------------------------- | ------------------------------------- | -----------------------------------------------------------
|Class A             | 1.02%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,049.60                            | $	5.26                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,020.01                            | $	5.18                                                     
|Class T             | 1.06%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,050.70                            | $	5.46                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,019.81                            | $	5.38                                                     
|Class B             | 1.75%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,045.90                            | $	9.00                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,016.34                            | $	8.87                                                     
|Class C             | 1.78%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,045.80                            | $	9.15                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,016.19                            | $	9.02                                                     
|Institutional Class | .85%                     |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,051.60                            | $	4.38                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,020.86                            | $	4.32                                                     

A5% return per year before expenses

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period).

Annual Report

---

# Investment Changes (Unaudited)

|Top Five Holdings as of October 31, 2012      
|----------------------------------------------
|(by issuer, excluding cash equivalents)       
|International Lease Finance Corp.             
|Ford Motor Credit Co. LLC                     
|MGM Mirage, Inc.                              
|CCO Holdings LLC/CCO Holdings Capital Corp.   
|CIT Group, Inc.                               
|                                              
|Top Five Market Sectors as of October 31, 2012
|                                              
|Energy                                        
|Automotive                                    
|Diversified Financial Services                
|Telecommunications                            
|Electric Utilities                            

|Quality Diversification (% of fund's net assets)
|------------------------------------------------
|As of October 31, 2012                          
|wsd242                                          
|wsd397                                          
|wsd245                                          
|wsd251                                          
|wsd258                                          
|wsd408                                          
|wsd264                                          

wsd510

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

|Asset Allocation (% of fund's net assets)
|-----------------------------------------
|As of October 31, 2012*                  
|wsd242                                   
|wsd245                                   
|wsd251                                   
|wsd261                                   
|wsd264                                   
|* Foreign investments                    
|†Amount represents less than 0.1%        

wsd522

Annual Report

---

# Investments October 31, 2012

Showing Percentage of Net Assets

|Nonconvertible Bonds - 83.2%                                                                    
|------------------------------------------------------------------------------------------------
|                                                                                                
|Aerospace - 0.3%                                                                                
|TransDigm, Inc. 5.5% 10/15/20 (d)                                                               
|Air Transportation - 2.3%                                                                       
|Continental Airlines, Inc.:                                                                     
|pass-thru trust certificates 9.798% 4/1/21                                                      
|6.25% 10/22/21                                                                                  
|6.75% 9/15/15 (d)                                                                               
|Continental Airlines, Inc. 9.25% 5/10/17                                                        
|Delta 2012-1B Pass Through Trust 6.875% 5/7/19 (d)                                              
|Delta Air Lines, Inc. pass-thru trust certificates:                                             
|6.375% 1/2/16                                                                                   
|6.75% 11/23/15                                                                                  
|8.021% 8/10/22                                                                                  
|8.954% 8/10/14                                                                                  
|Northwest Airlines, Inc. pass-thru trust certificates 8.028% 11/1/17                            
|United Air Lines, Inc. 9.875% 8/1/13 (d)                                                        
|United Air Lines, Inc. pass-thru trust certificates:                                            
|Class B, 7.336% 7/2/19                                                                          
|9.75% 1/15/17                                                                                   
|12% 1/15/16 (d)                                                                                 
|                                                                                                
|Automotive - 6.1%                                                                               
|Chrysler Group LLC/CG Co-Issuer, Inc.:                                                          
|8% 6/15/19                                                                                      
|8.25% 6/15/21                                                                                   
|Continental Rubber of America Corp. 4.5% 9/15/19 (d)                                            
|Dana Holding Corp.:                                                                             
|6.5% 2/15/19                                                                                    
|6.75% 2/15/21                                                                                   
|Delphi Corp.:                                                                                   
|5.875% 5/15/19                                                                                  
|6.125% 5/15/21                                                                                  
|Ford Motor Co. 7.45% 7/16/31                                                                    
|Ford Motor Credit Co. LLC:                                                                      
|3.875% 1/15/15                                                                                  
|4.25% 2/3/17                                                                                    
|5% 5/15/18                                                                                      
|5.875% 8/2/21                                                                                   
|6.625% 8/15/17                                                                                  
|7% 4/15/15                                                                                      
|8% 12/15/16                                                                                     
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Automotive - continued                                                                          
|Ford Motor Credit Co. LLC: - continued                                                          
|12% 5/15/15                                                                                     
|General Motors Financial Co., Inc.:                                                             
|4.75% 8/15/17 (d)                                                                               
|6.75% 6/1/18                                                                                    
|Tenneco, Inc.:                                                                                  
|6.875% 12/15/20                                                                                 
|7.75% 8/15/18                                                                                   
|                                                                                                
|Banks & Thrifts - 1.4%                                                                          
|Ally Financial, Inc.:                                                                           
|3.6375% 2/11/14 (e)                                                                             
|4.625% 6/26/15                                                                                  
|5.5% 2/15/17                                                                                    
|7.5% 9/15/20                                                                                    
|8% 3/15/20                                                                                      
|GMAC LLC 8% 11/1/31                                                                             
|                                                                                                
|Broadcasting - 1.5%                                                                             
|Allbritton Communications Co. 8% 5/15/18                                                        
|Starz LLC/Starz Finance Corp. 5% 9/15/19 (d)                                                    
|Univision Communications, Inc.:                                                                 
|6.75% 9/15/22 (d)                                                                               
|6.875% 5/15/19 (d)                                                                              
|7.875% 11/1/20 (d)                                                                              
|8.5% 5/15/21 (d)                                                                                
|UPC Holding BV 9.875% 4/15/18 (d)                                                               
|                                                                                                
|Building Materials - 3.0%                                                                       
|Building Materials Corp. of America:                                                            
|6.75% 5/1/21 (d)                                                                                
|6.875% 8/15/18 (d)                                                                              
|Griffon Corp. 7.125% 4/1/18                                                                     
|HD Supply, Inc.:                                                                                
|8.125% 4/15/19 (d)                                                                              
|11% 4/15/20 (d)                                                                                 
|Headwaters, Inc. 7.625% 4/1/19                                                                  
|Masco Corp. 5.95% 3/15/22                                                                       
|Nortek, Inc. 8.5% 4/15/21 (d)                                                                   
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Building Materials - continued                                                                  
|Texas Industries, Inc. 9.25% 8/15/20                                                            
|USG Corp. 7.875% 3/30/20 (d)                                                                    
|                                                                                                
|Cable TV - 4.7%                                                                                 
|Cablevision Systems Corp.:                                                                      
|5.875% 9/15/22                                                                                  
|7.75% 4/15/18                                                                                   
|CCO Holdings LLC/CCO Holdings Capital Corp.:                                                    
|6.5% 4/30/21                                                                                    
|6.625% 1/31/22                                                                                  
|7% 1/15/19                                                                                      
|7.25% 10/30/17                                                                                  
|7.875% 4/30/18                                                                                  
|Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625% 11/15/17 (d)                   
|CSC Holdings LLC:                                                                               
|6.75% 11/15/21 (d)                                                                              
|8.625% 2/15/19                                                                                  
|Harron Communications LP/Harron Finance Corp. 9.125% 4/1/20 (d)                                 
|Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH:                                            
|7.5% 3/15/19 (d)                                                                                
|8.125% 12/1/17 (d)                                                                              
|UPCB Finance III Ltd. 6.625% 7/1/20 (d)                                                         
|UPCB Finance V Ltd. 7.25% 11/15/21 (d)                                                          
|UPCB Finance VI Ltd. 6.875% 1/15/22 (d)                                                         
|Virgin Media Finance PLC 4.875% 2/15/22                                                         
|WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125% 9/1/20 (d)                             
|                                                                                                
|Capital Goods - 1.0%                                                                            
|Amsted Industries, Inc. 8.125% 3/15/18 (d)                                                      
|CNH Capital LLC 3.875% 11/1/15 (d)                                                              
|JB Poindexter & Co., Inc. 9% 4/1/22 (d)                                                         
|Terex Corp. 6.5% 4/1/20                                                                         
|                                                                                                
|Chemicals - 1.4%                                                                                
|Celanese US Holdings LLC 6.625% 10/15/18                                                        
|INEOS Finance PLC 8.375% 2/15/19 (d)                                                            
|Kinove German Bondco GmbH 9.625% 6/15/18 (d)                                                    
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Chemicals - continued                                                                           
|LyondellBasell Industries NV:                                                                   
|5% 4/15/19                                                                                      
|5.75% 4/15/24                                                                                   
|6% 11/15/21                                                                                     
|Rockwood Specialties Group, Inc. 4.625% 10/15/20                                                
|                                                                                                
|Consumer Products - 0.3%                                                                        
|NBTY, Inc. 9% 10/1/18                                                                           
|Containers - 2.1%                                                                               
|Ardagh Packaging Finance PLC 7.375% 10/15/17 (d)                                                
|Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc. 7.375% 10/15/17 (d)                 
|Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg)
SA:    
|5.75% 10/15/20 (d)                                                                              
|7.875% 8/15/19                                                                                  
|8.5% 5/15/18 (c)                                                                                
|9.875% 8/15/19                                                                                  
|Sealed Air Corp.:                                                                               
|8.125% 9/15/19 (d)                                                                              
|8.375% 9/15/21 (d)                                                                              
|                                                                                                
|Diversified Financial Services - 6.6%                                                           
|Aircastle Ltd.:                                                                                 
|6.75% 4/15/17                                                                                   
|9.75% 8/1/18                                                                                    
|CIT Group, Inc.:                                                                                
|4.25% 8/15/17                                                                                   
|4.75% 2/15/15 (d)                                                                               
|5% 5/15/17                                                                                      
|5% 8/15/22                                                                                      
|5.25% 3/15/18                                                                                   
|5.375% 5/15/20                                                                                  
|5.5% 2/15/19 (d)                                                                                
|6.625% 4/1/18 (d)                                                                               
|Icahn Enterprises LP/Icahn Enterprises Finance Corp.:                                           
|7.75% 1/15/16                                                                                   
|8% 1/15/18                                                                                      
|8% 1/15/18 (d)                                                                                  
|ILFC E-Capital Trust II 6.25% 12/21/65 (d)(e)                                                   
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Diversified Financial Services - continued                                                      
|International Lease Finance Corp.:                                                              
|4.875% 4/1/15                                                                                   
|5.65% 6/1/14                                                                                    
|5.75% 5/15/16                                                                                   
|5.875% 4/1/19                                                                                   
|5.875% 8/15/22                                                                                  
|6.25% 5/15/19                                                                                   
|8.625% 9/15/15                                                                                  
|8.625% 1/15/22                                                                                  
|8.75% 3/15/17                                                                                   
|8.875% 9/1/17                                                                                   
|                                                                                                
|Diversified Media - 1.3%                                                                        
|Nielsen Finance LLC/Nielsen Finance Co.:                                                        
|4.5% 10/1/20 (d)                                                                                
|7.75% 10/15/18                                                                                  
|11.625% 2/1/14                                                                                  
|Quebecor Media, Inc.:                                                                           
|5.75% 1/15/23 (d)                                                                               
|7.75% 3/15/16                                                                                   
|7.75% 3/15/16                                                                                   
|                                                                                                
|Electric Utilities - 5.9%                                                                       
|Atlantic Power Corp. 9% 11/15/18                                                                
|Dolphin Subsidiary II, Inc. 6.5% 10/15/16                                                       
|Everest Acquisition LLC / Everest Acquisition Finance, Inc.:                                    
|6.875% 5/1/19 (d)                                                                               
|9.375% 5/1/20 (d)                                                                               
|GenOn Energy, Inc.:                                                                             
|9.5% 10/15/18                                                                                   
|9.875% 10/15/20                                                                                 
|InterGen NV 9% 6/30/17 (d)                                                                      
|IPALCO Enterprises, Inc. 5% 5/1/18                                                              
|Mirant Americas Generation LLC:                                                                 
|8.5% 10/1/21                                                                                    
|9.125% 5/1/31                                                                                   
|NRG Energy, Inc. 6.625% 3/15/23 (d)                                                             
|NSG Holdings II, LLC 7.75% 12/15/25 (d)                                                         
|NV Energy, Inc. 6.25% 11/15/20                                                                  
|Otter Tail Corp. 9% 12/15/16                                                                    
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Electric Utilities - continued                                                                  
|Puget Energy, Inc.:                                                                             
|5.625% 7/15/22 (d)                                                                              
|6.5% 12/15/20                                                                                   
|RRI Energy, Inc. 7.625% 6/15/14                                                                 
|The AES Corp.:                                                                                  
|7.375% 7/1/21                                                                                   
|7.75% 10/15/15                                                                                  
|8% 10/15/17                                                                                     
|9.75% 4/15/16                                                                                   
|                                                                                                
|Energy - 9.7%                                                                                   
|AmeriGas Partners LP/AmeriGas Finance Corp.:                                                    
|6.25% 8/20/19                                                                                   
|6.5% 5/20/21                                                                                    
|Antero Resources Finance Corp.:                                                                 
|7.25% 8/1/19                                                                                    
|9.375% 12/1/17                                                                                  
|Berry Petroleum Co. 6.375% 9/15/22                                                              
|Chesapeake Energy Corp.:                                                                        
|6.125% 2/15/21                                                                                  
|6.775% 3/15/19                                                                                  
|6.875% 11/15/20                                                                                 
|Chesapeake Midstream Partners LP/CHKM Finance Corp.:                                            
|5.875% 4/15/21                                                                                  
|6.125% 7/15/22                                                                                  
|Chesapeake Oilfield Operating LLC 6.625% 11/15/19 (d)                                           
|Crestwood Midstream Partners LP / Finance Corp. 7.75% 4/1/19                                    
|Denbury Resources, Inc. 6.375% 8/15/21                                                          
|Drill Rigs Holdings, Inc. 6.5% 10/1/17 (d)                                                      
|Energy Transfer Equity LP 7.5% 10/15/20                                                         
|EP Energy LLC/Everest Acquisition Finance, Inc. 7.75% 9/1/22 (d)                                
|Expro Finance Luxembourg SCA 8.5% 12/15/16 (d)                                                  
|Exterran Holdings, Inc. 7.25% 12/1/18                                                           
|Forbes Energy Services Ltd. 9% 6/15/19                                                          
|Forest Oil Corp. 7.5% 9/15/20 (d)                                                               
|Frontier Oil Corp. 6.875% 11/15/18                                                              
|Hornbeck Offshore Services, Inc.:                                                               
|5.875% 4/1/20                                                                                   
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Energy - continued                                                                              
|Hornbeck Offshore Services, Inc.: - continued                                                   
|8% 9/1/17                                                                                       
|Kinder Morgan Finance Co. LLC 6% 1/15/18 (d)                                                    
|LINN Energy LLC/LINN Energy Finance Corp.:                                                      
|6.25% 11/1/19 (d)                                                                               
|6.5% 5/15/19                                                                                    
|7.75% 2/1/21                                                                                    
|8.625% 4/15/20                                                                                  
|MRC Global, Inc. 9.5% 12/15/16                                                                  
|Offshore Group Investment Ltd. 11.5% 8/1/15                                                     
|Oil States International, Inc. 6.5% 6/1/19                                                      
|Pan American Energy LLC 7.875% 5/7/21 (d)                                                       
|PBF Holding Co. LLC/PBF Finance Corp. 8.25% 2/15/20 (d)                                         
|Petrohawk Energy Corp.:                                                                         
|6.25% 6/1/19                                                                                    
|7.25% 8/15/18                                                                                   
|10.5% 8/1/14                                                                                    
|Petroleum Geo-Services ASA 7.375% 12/15/18 (d)                                                  
|Plains Exploration & Production Co. 6.125% 6/15/19                                              
|Precision Drilling Corp.:                                                                       
|6.5% 12/15/21                                                                                   
|6.625% 11/15/20                                                                                 
|Samson Investment Co. 9.75% 2/15/20 (d)                                                         
|SESI LLC 7.125% 12/15/21                                                                        
|Suburban Propane Partners LP/Suburban Energy Finance Corp. 7.5% 10/1/18 (d)                     
|Targa Resources Partners LP/Targa Resources Partners Finance Corp.:                             
|5.25% 5/1/23 (d)                                                                                
|6.375% 8/1/22 (d)                                                                               
|6.875% 2/1/21                                                                                   
|7.875% 10/15/18                                                                                 
|Tesoro Corp.:                                                                                   
|4.25% 10/1/17                                                                                   
|5.375% 10/1/22                                                                                  
|Tesoro Logistics LP/Tesoro Logistics Finance Corp. 5.875% 10/1/20 (d)                           
|WPX Energy, Inc.:                                                                               
|5.25% 1/15/17                                                                                   
|6% 1/15/22                                                                                      
|                                                                                                
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Environmental - 0.7%                                                                            
|ADS Waste Holdings, Inc. 8.25% 10/1/20 (d)                                                      
|Clean Harbors, Inc. 5.25% 8/1/20 (d)                                                            
|Covanta Holding Corp.:                                                                          
|6.375% 10/1/22                                                                                  
|7.25% 12/1/20                                                                                   
|Tervita Corp. 9.75% 11/1/19 (d)                                                                 
|                                                                                                
|Food & Drug Retail - 1.8%                                                                       
|Rite Aid Corp.:                                                                                 
|9.25% 3/15/20                                                                                   
|9.5% 6/15/17                                                                                    
|                                                                                                
|Food/Beverage/Tobacco - 1.3%                                                                    
|JBS USA LLC/JBS USA Finance, Inc. 8.25% 2/1/20 (d)                                              
|Post Holdings, Inc. 7.375% 2/15/22 (d)                                                          
|US Foodservice, Inc. 8.5% 6/30/19 (d)                                                           
|                                                                                                
|Gaming - 4.0%                                                                                   
|Ameristar Casinos, Inc.:                                                                        
|7.5% 4/15/21                                                                                    
|7.5% 4/15/21 (d)                                                                                
|CityCenter Holdings LLC/CityCenter Finance Corp.:                                               
|7.625% 1/15/16                                                                                  
|7.625% 1/15/16 (d)                                                                              
|MGM Mirage, Inc.:                                                                               
|6.625% 7/15/15                                                                                  
|6.75% 10/1/20 (d)                                                                               
|7.5% 6/1/16                                                                                     
|7.625% 1/15/17                                                                                  
|8.625% 2/1/19 (d)                                                                               
|10% 11/1/16                                                                                     
|11.375% 3/1/18                                                                                  
|Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.:                                                
|5.375% 3/15/22 (d)                                                                              
|7.75% 8/15/20                                                                                   
|                                                                                                
|Healthcare - 4.8%                                                                               
|CDRT Holding Corp. 9.25% 10/1/17 pay-in-kind (d)                                                
|Community Health Systems, Inc. 5.125% 8/15/18                                                   
|DaVita, Inc. 5.75% 8/15/22                                                                      
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Healthcare - continued                                                                          
|DJO Finance LLC/DJO Finance Corp.:                                                              
|7.75% 4/15/18                                                                                   
|8.75% 3/15/18 (d)                                                                               
|9.875% 4/15/18 (d)                                                                              
|Emergency Medical Services Corp. 8.125% 6/1/19                                                  
|Fresenius Medical Care US Finance II, Inc. 5.625% 7/31/19 (d)                                   
|HCA, Inc. 4.75% 5/1/23                                                                          
|HealthSouth Corp.:                                                                              
|5.75% 11/1/24                                                                                   
|7.25% 10/1/18                                                                                   
|IMS Health, Inc. 6% 11/1/20 (d)                                                                 
|MPT Operating Partnership LP/MPT Finance Corp. 6.875% 5/1/21                                    
|Mylan, Inc.:                                                                                    
|6% 11/15/18 (d)                                                                                 
|7.625% 7/15/17 (d)                                                                              
|Omega Healthcare Investors, Inc.:                                                               
|6.75% 10/15/22                                                                                  
|7.5% 2/15/20                                                                                    
|Radiation Therapy Services, Inc. 8.875% 1/15/17                                                 
|Rural/Metro Corp. 10.125% 7/15/19 (d)                                                           
|Sabra Health Care LP/Sabra Capital Corp. 8.125% 11/1/18                                         
|Valeant Pharmaceuticals International:                                                          
|6.375% 10/15/20 (d)                                                                             
|6.5% 7/15/16 (d)                                                                                
|6.875% 12/1/18 (d)                                                                              
|VPI Escrow Corp. 6.375% 10/15/20 (d)                                                            
|WP Rocket Merger Sub, Inc. 10.125% 7/15/19 (d)                                                  
|                                                                                                
|Homebuilders/Real Estate - 4.0%                                                                 
|CB Richard Ellis Services, Inc. 6.625% 10/15/20                                                 
|D.R. Horton, Inc.:                                                                              
|4.375% 9/15/22                                                                                  
|4.75% 5/15/17                                                                                   
|KB Home:                                                                                        
|7.25% 6/15/18                                                                                   
|7.5% 9/15/22                                                                                    
|9.1% 9/15/17                                                                                    
|Lennar Corp.:                                                                                   
|4.75% 11/15/22 (d)                                                                              
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Homebuilders/Real Estate - continued                                                            
|Lennar Corp.: - continued                                                                       
|5.6% 5/31/15                                                                                    
|6.95% 6/1/18                                                                                    
|12.25% 6/1/17                                                                                   
|Standard Pacific Corp.:                                                                         
|8.375% 5/15/18                                                                                  
|8.375% 1/15/21                                                                                  
|10.75% 9/15/16                                                                                  
|                                                                                                
|Hotels - 0.4%                                                                                   
|Host Hotels & Resorts LP:                                                                       
|4.75% 3/1/23                                                                                    
|5.875% 6/15/19                                                                                  
|9% 5/15/17                                                                                      
|                                                                                                
|Leisure - 1.0%                                                                                  
|Equinox Holdings, Inc. 9.5% 2/1/16 (d)                                                          
|GWR Operating Partnership LLP/Great Wolf Finance Corp. 10.875% 4/1/17                           
|Royal Caribbean Cruises Ltd.:                                                                   
|7.25% 3/15/18                                                                                   
|7.5% 10/15/27                                                                                   
|yankee 7.25% 6/15/16                                                                            
|Universal City Development Partners Ltd./UCDP Finance, Inc. 8.875% 11/15/15                     
|                                                                                                
|Metals/Mining - 2.0%                                                                            
|Alpha Natural Resources, Inc. 6.25% 6/1/21                                                      
|Boart Longyear Management Pty Ltd. 7% 4/1/21 (d)                                                
|CONSOL Energy, Inc. 8% 4/1/17                                                                   
|FMG Resources (August 2006) Pty Ltd.:                                                           
|6.375% 2/1/16 (d)                                                                               
|7% 11/1/15 (d)                                                                                  
|Peabody Energy Corp. 6.25% 11/15/21                                                             
|                                                                                                
|Paper - 0.0%                                                                                    
|Sappi Papier Holding GmbH 7.75% 7/15/17 (d)                                                     
|Publishing/Printing - 0.3%                                                                      
|Griffey Intermediate, Inc./Griffey Finance Sub LLC 7% 10/15/20 (d)                              
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Restaurants - 0.3%                                                                              
|NPC International, Inc./NPC Operating Co. A, Inc./NPC Operating Co. B, Inc. 10.5%
1/15/20       
|Services - 2.6%                                                                                 
|ARAMARK Corp.:                                                                                  
|3.9446% 2/1/15 (e)                                                                              
|8.5% 2/1/15                                                                                     
|ARAMARK Holdings Corp. 8.625% 5/1/16 pay-in-kind (d)(e)                                         
|FTI Consulting, Inc. 6.75% 10/1/20                                                              
|Hertz Corp.:                                                                                    
|6.75% 4/15/19                                                                                   
|6.75% 4/15/19 (d)                                                                               
|7.5% 10/15/18                                                                                   
|TransUnion Holding Co., Inc. 8.125% 6/15/18 pay-in-kind (d)                                     
|                                                                                                
|Shipping - 0.1%                                                                                 
|Navios Maritime Holdings, Inc. 8.875% 11/1/17                                                   
|Steel - 1.6%                                                                                    
|Essar Steel Algoma, Inc. 9.375% 3/15/15 (d)                                                     
|JMC Steel Group, Inc. 8.25% 3/15/18 (d)                                                         
|Severstal Columbus LLC 10.25% 2/15/18                                                           
|Steel Dynamics, Inc.:                                                                           
|6.125% 8/15/19 (d)                                                                              
|6.75% 4/1/15                                                                                    
|7.625% 3/15/20                                                                                  
|                                                                                                
|Super Retail - 1.3%                                                                             
|Claire's Stores, Inc. 9% 3/15/19 (d)                                                            
|J. Crew Group, Inc. 8.125% 3/1/19                                                               
|PETCO Animal Supplies, Inc. 9.25% 12/1/18 (d)                                                   
|                                                                                                
|Technology - 2.8%                                                                               
|Avaya, Inc.:                                                                                    
|9.75% 11/1/15                                                                                   
|10.125% 11/1/15 pay-in-kind (e)                                                                 
|First Data Corp.:                                                                               
|6.75% 11/1/20 (d)                                                                               
|8.25% 1/15/21 (d)                                                                               
|Jabil Circuit, Inc. 4.7% 9/15/22                                                                
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Technology - continued                                                                          
|Lucent Technologies, Inc.:                                                                      
|6.45% 3/15/29                                                                                   
|6.5% 1/15/28                                                                                    
|Nuance Communications, Inc. 5.375% 8/15/20 (d)                                                  
|Sanmina-SCI Corp. 7% 5/15/19 (d)                                                                
|Spansion LLC 7.875% 11/15/17                                                                    
|SunGard Data Systems, Inc.:                                                                     
|7.375% 11/15/18                                                                                 
|10.25% 8/15/15                                                                                  
|Viasystems, Inc. 7.875% 5/1/19 (d)                                                              
|                                                                                                
|Telecommunications - 6.3%                                                                       
|Cequel Communications Escrow 1 LLC/Cequel Communications Escrow Capital Corp. 6.375%
9/15/20 (d)
|Crown Castle International Corp. 5.25% 1/15/23 (d)                                              
|Digicel Group Ltd.:                                                                             
|7% 2/15/20 (d)                                                                                  
|8.25% 9/1/17 (d)                                                                                
|8.25% 9/30/20 (d)                                                                               
|Intelsat Jackson Holdings SA:                                                                   
|6.625% 12/15/22 (d)                                                                             
|7.25% 10/15/20 (d)                                                                              
|7.5% 4/1/21                                                                                     
|Intelsat Luxembourg SA:                                                                         
|11.25% 2/4/17                                                                                   
|11.5% 2/4/17 pay-in-kind (e)                                                                    
|Nextel Communications, Inc.:                                                                    
|5.95% 3/15/14                                                                                   
|7.375% 8/1/15                                                                                   
|NII Capital Corp. 7.625% 4/1/21                                                                 
|Qwest Communications International, Inc. 7.125% 4/1/18                                          
|SBA Communications Corp. 5.625% 10/1/19 (d)                                                     
|Sprint Nextel Corp.:                                                                            
|6% 12/1/16                                                                                      
|7% 8/15/20                                                                                      
|9% 11/15/18 (d)                                                                                 
|Telesat Canada/Telesat LLC 6% 5/15/17 (d)                                                       
|TW Telecom Holdings, Inc. 5.375% 10/1/22 (d)                                                    
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Telecommunications - continued                                                                  
|Zayo Group LLC/Zayo Capital, Inc.:                                                              
|8.125% 1/1/20                                                                                   
|10.125% 7/1/20                                                                                  
|                                                                                                
|Textiles & Apparel - 0.3%                                                                       
|Hanesbrands, Inc. 6.375% 12/15/20                                                               
|TOTAL NONCONVERTIBLE BONDS
(Cost $802,733,719)                                                  

|Common Stocks - 0.0%                                
|----------------------------------------------------
|                                                    
|Telecommunications - 0.0%                           
|CUI Acquisition Corp. Class E (a)(d)
(Cost $864,258)
|Preferred Stocks - 0.6%                             
|                                                    
|Convertible Preferred Stocks - 0.3%                 
|Automotive - 0.3%                                   
|General Motors Co. 4.75%                            
|Nonconvertible Preferred Stocks - 0.3%              
|Banks & Thrifts - 0.3%                              
|Goldman Sachs Group, Inc. 5.95% (a)                 
|TOTAL PREFERRED STOCKS
(Cost $6,679,124)            

|Floating Rate Loans - 7.5%                                                       
|---------------------------------------------------------------------------------
|                                                                                 
|Air Transportation - 1.5%                                                        
|Delta Air Lines, Inc.:                                                           
|Tranche B 1LN, term loan 5.25% 10/18/18 (e)                                      
|Tranche B 2LN, term loan 4.25% 4/18/16 (e)                                       
|Tranche B, term loan 5.5% 4/20/17 (e)                                            
|US Airways Group, Inc. term loan 2.711% 3/23/14 (e)                              
|                                                                                 
|Floating Rate Loans - continued                                                  
|                                                                                 
|Automotive - 0.7%                                                                
|Chrysler Group LLC Tranche B, term loan 6% 5/24/17 (e)                           
|Federal-Mogul Corp.:                                                             
|Tranche B, term loan 2.1475% 12/27/14 (e)                                        
|Tranche C, term loan 2.1475% 12/27/15 (e)                                        
|                                                                                 
|Broadcasting - 0.4%                                                              
|Univision Communications, Inc. term loan 4.462% 3/31/17 (e)                      
|Cable TV - 0.3%                                                                  
|Harron Communications LP Tranche B, term loan 5% 10/6/17 (e)                     
|UPC Broadband Holding BV Tranche AB, term loan 4.75% 12/31/17 (e)                
|                                                                                 
|Capital Goods - 0.5%                                                             
|Colfax Corp. Tranche B, term loan 4.5% 9/12/18 (e)                               
|Husky Intermediate, Inc. Tranche B, term loan 5.75% 6/30/18 (e)                  
|                                                                                 
|Chemicals - 0.2%                                                                 
|Ascend Performance Materials Operation LLC Tranche B, term loan 6.75% 4/10/18 (e)
|Diversified Financial Services - 0.1%                                            
|Flying Fortress, Inc. Tranche 3, term loan 5% 6/30/17 (e)                        
|Electric Utilities - 0.0%                                                        
|The AES Corp. Tranche B, term loan 4.25% 5/27/18 (e)                             
|Energy - 0.3%                                                                    
|Chesapeake Energy Corp. term loan 8.5% 12/2/17 (e)                               
|Crestwood Holdings Partners LLC Tranche B, term loan 9.75% 3/26/18 (e)           
|Energy Transfer Equity LP Tranche B, term loan 3.75% 3/23/17 (e)                 
|Samson Investment Co. Tranche 2LN, term loan 6% 9/25/18 (e)                      
|                                                                                 
|Environmental - 0.1%                                                             
|ADS Waste Holdings, Inc. Tranche B, term loan 5.25% 10/9/19 (e)                  
|Floating Rate Loans - continued                                                  
|                                                                                 
|Food & Drug Retail - 0.3%                                                        
|GNC Corp. Tranche B, term loan 3.75% 3/2/18 (e)                                  
|Healthcare - 0.6%                                                                
|Emergency Medical Services Corp. Tranche B, term loan 5.25% 5/25/18 (e)          
|Quintiles Transnational Corp. Tranche B, term loan 5% 6/8/18 (e)                 
|Valeant Pharmaceuticals International Tranche B, term loan:                      
|9/16/19 (e)                                                                      
|4.25% 2/13/19 (e)                                                                
|                                                                                 
|Insurance - 1.0%                                                                 
|Asurion Corp.:                                                                   
|Tranche 1st LN, term loan 5.5% 5/24/18 (e)                                       
|Tranche 2nd LN, term loan 9% 5/24/19 (e)                                         
|Tranche B-1 1LN, term loan 4.75% 7/23/17 (e)                                     
|Lonestar Intermediate Super Holdings LLC term loan 11% 9/2/19 (e)                
|                                                                                 
|Publishing/Printing - 0.1%                                                       
|Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (e)                       
|Services - 0.2%                                                                  
|U.S. Foodservice term loan 5.75% 3/31/17 (e)                                     
|Steel - 0.4%                                                                     
|Fortescue Metals Group Ltd. Tranche B, term loan 5.25% 10/18/17 (e)              
|JMC Steel Group, Inc. term loan 4.75% 4/1/17 (e)                                 
|                                                                                 
|Super Retail - 0.3%                                                              
|Neiman Marcus Group, Inc. Tranche B, term loan 4.75% 5/16/18 (e)                 
|PETCO Animal Supplies, Inc. term loan 4.5% 11/24/17 (e)                          
|                                                                                 
|Technology - 0.3%                                                                
|First Data Corp. term loan 4.2107% 3/24/18 (e)                                   
|GoDaddy.com, Inc. Tranche B 1LN, term loan 5.5% 12/16/18 (e)                     
|                                                                                 
|Floating Rate Loans - continued                                                  
|                                                                                 
|Telecommunications - 0.2%                                                        
|Intelsat Jackson Holdings SA:                                                    
|term loan 3.214% 2/1/14 (e)                                                      
|Tranche B, term loan 4.5% 4/2/18 (e)                                             
|                                                                                 
|TOTAL FLOATING RATE LOANS
(Cost $74,914,932)                                     

|Money Market Funds - 7.2%                               
|--------------------------------------------------------
|                                                        
|Fidelity Cash Central Fund, 0.19% (b)
(Cost $73,763,871)
|TOTAL INVESTMENT PORTFOLIO - 98.5%
(Cost $958,955,904)  
|NET OTHER ASSETS (LIABILITIES) - 1.5%                   
|NET ASSETS - 100%                                       

|Legend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)	Non-income producing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)	Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized
seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In
addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm,
are available on the SEC's website or upon request.
|(c)	Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.                                                                                                                                                                                                                                                                                                                                                                                         
|(d)	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 $289,332,899 or 28.2% of net assets.                                                                                                                                                                                                                   
|(e)	Coupon rates for floating and adjustable rate securities reflect the rates in effect 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 | $	71,068     

|Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or
methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation
inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial
Statements.

|Valuation Inputs at Reporting Date:
|-----------------------------------
|Description                        
|Investments in Securities:         
|Equities:                          
|Consumer Discretionary             
|Financials                         
|Telecommunication Services         
|Corporate Bonds                    
|Floating Rate Loans                
|Money Market Funds                 
|Total Investments in Securities:   

|Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)
|-------------------------------------------------------------------------------------------------------------------------------------

|United States of America           | 87.9% 
|---------------------------------- | ------
|Luxembourg                         | 2.5%  
|Canada                             | 2.5%  
|Australia                          | 1.6%  
|Bermuda                            | 1.5%  
|Netherlands                        | 1.0%  
|Others (Individually Less Than 1%) | 3.0%  
|                                   | 100.0%

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

Annual Report

---

# Financial Statements

## Statement of Assets and Liabilities

|                                                                                                         | October 31, 2012
|-------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                         |                 
|Assets                                                                                                   |                 
|Investment in securities, at value - See accompanying schedule:
Unaffiliated issuers (cost $885,192,033) | $	938,865,039   
|Fidelity Central Funds (cost $73,763,871)                                                                | 73,763,871      
|Total Investments (cost $958,955,904)                                                                    |                 
|Cash                                                                                                     |                 
|Receivable for investments sold                                                                          |                 
|Receivable for fund shares sold                                                                          |                 
|Interest receivable                                                                                      |                 
|Distributions receivable from Fidelity Central Funds                                                     |                 
|Other receivables                                                                                        |                 
|Total assets                                                                                             |                 
|                                                                                                         |                 
|Liabilities                                                                                              |                 
|Payable for investments purchased                                                                        | $	4,653,673     
|Payable for fund shares redeemed                                                                         | 1,984,607       
|Distributions payable                                                                                    | 749,478         
|Accrued management fee                                                                                   | 469,786         
|Distribution and service plan fees payable                                                               | 229,386         
|Other affiliated payables                                                                                | 187,920         
|Other payables and accrued expenses                                                                      | 57,161          
|Total liabilities                                                                                        |                 
|                                                                                                         |                 
|Net Assets                                                                                               |                 
|Net Assets consist of:                                                                                   |                 
|Paid in capital                                                                                          |                 
|Undistributed net investment income                                                                      |                 
|Accumulated undistributed net realized gain (loss) on investments                                        |                 
|Net unrealized appreciation (depreciation) on investments                                                |                 
|Net Assets                                                                                               |                 

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

Annual Report

## Statement of Assets and Liabilities - continued

|                                                                                                                                | October 31, 2012
|------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                                |                 
|Calculation of Maximum Offering Price
Class A:
Net Asset Valueand redemption price per share ($331,435,930 ÷ 37,958,561 shares) |                 
|                                                                                                                                |                 
|Maximum offering price per share (100/96.00 of $8.73)                                                                           |                 
|Class T:
Net Asset Value and redemption price per share ($105,518,482 ÷ 12,104,643 shares)                                      |                 
|                                                                                                                                |                 
|Maximum offering price per share (100/96.00 of $8.72)                                                                           |                 
|Class B:
Net Asset Value and offering price per share ($17,309,360 ÷ 1,987,621 shares)A                                         |                 
|                                                                                                                                |                 
|Class C:
Net Asset Value and offering price per share ($149,591,303 ÷ 17,174,401 shares)A                                       |                 
|                                                                                                                                |                 
|Institutional Class:
Net Asset Value, offering price and redemption price per share ($423,792,362 ÷ 48,456,820
shares)          |                 

ARedemption 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, 2012
|----------------------------------------------------------------------------- | ---------------------------
|                                                                              |                            
|Investment Income                                                             |                            
|Dividends                                                                     |                            
|Interest                                                                      |                            
|Income from Fidelity Central Funds                                            |                            
|Total income                                                                  |                            
|                                                                              |                            
|Expenses                                                                      |                            
|Management fee                                                                | $	5,146,116                
|Transfer agent fees                                                           | 1,806,718                  
|Distribution and service plan fees                                            | 2,581,773                  
|Accounting fees and expenses                                                  | 330,900                    
|Custodian fees and expenses                                                   | 19,905                     
|Independent trustees' compensation                                            | 5,896                      
|Registration fees                                                             | 113,454                    
|Audit                                                                         | 66,074                     
|Legal                                                                         | 4,881                      
|Miscellaneous                                                                 | 8,427                      
|Total expenses before reductions                                              | 10,084,144                 
|Expense reductions                                                            | (92,374)                   
|Net investment income (loss)                                                  |                            
|Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:              |                            
|Investment securities:                                                        |                            
|Unaffiliated issuers                                                          |                            
|Change in net unrealized appreciation (depreciation) on investment securities |                            
|Net gain (loss)                                                               |                            
|Netincrease (decrease) in net assets resulting from operations                |                            

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

Annual Report

## Statement of Changes in Net Assets

|                                                                                                                                                  | Year ended
October 31,
2012 | Year ended
October 31,
2011
|------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ---------------------------
|Increase (Decrease) in Net Assets                                                                                                                 |                             |                            
|Operations                                                                                                                                        |                             |                            
|Net investment income (loss)                                                                                                                      | $	57,210,653                | $	57,416,131               
|Net realized gain (loss)                                                                                                                          | 5,885,916                   | 38,689,314                 
|Change in net unrealized appreciation (depreciation)                                                                                              | 37,279,107                  | (59,527,068)               
|Netincrease (decrease) in net assets resulting
from operations                                                                                    | 100,375,676                 | 36,578,377                 
|Distributions to shareholders from net investment income                                                                                          | (57,876,838)                | (58,364,548)               
|Distributions to shareholders from net realized gain                                                                                              | (4,909,609)                 | -                          
|Total distributions                                                                                                                               | (62,786,447)                | (58,364,548)               
|Share transactions - net increase (decrease)                                                                                                      | 180,987,382                 | (48,015,913)               
|Redemption fees                                                                                                                                   | 67,711                      | 189,681                    
|Total increase (decrease) in net assets                                                                                                           | 218,644,322                 | (69,612,403)               
|                                                                                                                                                  |                             |                            
|Net Assets                                                                                                                                        |                             |                            
|Beginning of period                                                                                                                               | 809,003,115                 | 878,615,518                
|End of period (including undistributed net investment income of $10,186,110 and
undistributed net investment income of $11,084,666, respectively) | $	1,027,647,437             | $	809,003,115              

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

Annual Report

## Financial Highlights - Class A

|Years ended October 31,                    | 2012      | 2011      | 2010      | 2009      | 2008    
|------------------------------------------ | --------- | --------- | --------- | --------- | --------
|Selected Per-Share Data                    |           |           |           |           |         
|Net asset value, beginning of period       | $	8.38    | $	8.59    | $	7.87    | $	6.48    | $	9.13  
|Income from Investment
Operations          |           |           |           |          
|Net investment income (loss) C             | .539      | .581      | .637      | .625      | .645    
|Net realized and unrealized gain (loss)    | .411      | (.204)    | .673      | 1.318     | (2.616) 
|Total from investment operations           | .950      | .377      | 1.310     | 1.943     | (1.971) 
|Distributions from net investment income   | (.551)    | (.589)    | (.591)    | (.556)    | (.621)  
|Distributions from net realized gain       | (.050)    | -         | -         | -         | (.060)  
|Total distributions                        | (.601)    | (.589)    | (.591)    | (.556)    | (.681)  
|Redemption fees added to paid in capital C | .001      | .002      | .001      | .003      | .002    
|Net asset value, end of period             | $	8.73    | $	8.38    | $	8.59    | $	7.87    | $	6.48  
|Total Return A, B                          | 11.84%    | 4.53%     | 17.33%    | 31.69%    | (23.03)%
|Ratios to Average Net Assets D, F          |           |           |           |           |         
|Expenses before reductions                 | 1.03%     | 1.04%     | 1.06%     | 1.09%     | 1.12%   
|Expenses net of fee waivers, if any        | 1.03%     | 1.04%     | 1.06%     | 1.09%     | 1.10%   
|Expenses net of all reductions             | 1.03%     | 1.04%     | 1.06%     | 1.08%     | 1.10%   
|Net investment income (loss)               | 6.35%     | 6.82%     | 7.81%     | 8.91%     | 7.65%   
|Supplemental Data                          |           |           |           |           |         
|Net assets, end of period (000 omitted)    | $	331,436 | $	264,110 | $	278,577 | $	282,936 | $	89,571
|Portfolio turnover rate E                  | 48%       | 75%       | 79%       | 54%       | 62%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012      | 2011     | 2010      | 2009      | 2008    
|------------------------------------------ | --------- | -------- | --------- | --------- | --------
|Selected Per-Share Data                    |           |          |           |           |         
|Net asset value, beginning of period       | $	8.37    | $	8.57   | $	7.86    | $	6.48    | $	9.12  
|Income from Investment
Operations          |           |          |           |           |         
|Net investment income (loss) C             | .536      | .578     | .633      | .622      | .645    
|Net realized and unrealized gain (loss)    | .411      | (.193)   | .665      | 1.310     | (2.606) 
|Total from investment operations           | .947      | .385     | 1.298     | 1.932     | (1.961) 
|Distributions from net investment income   | (.548)    | (.587)   | (.589)    | (.555)    | (.621)  
|Distributions from net realized gain       | (.050)    | -        | -         | -         | (.060)  
|Total distributions                        | (.598)    | (.587)   | (.589)    | (.555)    | (.681)  
|Redemption fees added to paid in capital C | .001      | .002     | .001      | .003      | .002    
|Net asset value, end of period             | $	8.72    | $	8.37   | $	8.57    | $	7.86    | $	6.48  
|Total Return A, B                          | 11.83%    | 4.63%    | 17.17%    | 31.52%    | (22.94)%
|Ratios to Average Net Assets D, F          |           |          |           |          
|Expenses before reductions                 | 1.06%     | 1.07%    | 1.11%     | 1.16%     | 1.19%   
|Expenses net of fee waivers, if any        | 1.06%     | 1.07%    | 1.10%     | 1.10%     | 1.10%   
|Expenses net of all reductions             | 1.06%     | 1.07%    | 1.10%     | 1.10%     | 1.10%   
|Net investment income (loss)               | 6.32%     | 6.79%    | 7.78%     | 8.89%     | 7.65%   
|Supplemental Data                          |           |          |           |           |         
|Net assets, end of period (000 omitted)    | $	105,518 | $	92,746 | $	119,576 | $	111,601 | $	43,018
|Portfolio turnover rate E                  | 48%       | 75%      | 79%       | 54%       | 62%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012     | 2011     | 2010     | 2009     | 2008    
|------------------------------------------ | -------- | -------- | -------- | -------- | --------
|Selected Per-Share Data                    |          |          |          |          |         
|Net asset value, beginning of period       | $	8.36   | $	8.57   | $	7.85   | $	6.47   | $	9.11  
|Income from Investment
Operations          |          |          |          |          |         
|Net investment income (loss) C             | .477     | .521     | .579     | .571     | .593    
|Net realized and unrealized gain (loss)    | .412     | (.204)   | .676     | 1.317    | (2.609) 
|Total from investment operations           | .889     | .317     | 1.255    | 1.888    | (2.016) 
|Distributions from net investment income   | (.490)   | (.529)   | (.536)   | (.511)   | (.566)  
|Distributions from net realized gain       | (.050)   | -        | -        | -        | (.060)  
|Total distributions                        | (.540)   | (.529)   | (.536)   | (.511)   | (.626)  
|Redemption fees added to paid in capital C | .001     | .002     | .001     | .003     | .002    
|Net asset value, end of period             | $	8.71   | $	8.36   | $	8.57   | $	7.85   | $	6.47  
|Total Return A, B                          | 11.08%   | 3.81%    | 16.58%   | 30.73%   | (23.47)%
|Ratios to Average Net Assets D, F          |          |          |          |          |         
|Expenses before reductions                 | 1.76%    | 1.77%    | 1.80%    | 1.81%    | 1.82%   
|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 (loss)               | 5.64%    | 6.11%    | 7.13%    | 8.25%    | 7.00%   
|Supplemental Data                          |          |          |          |          |         
|Net assets, end of period (000 omitted)    | $	17,309 | $	19,647 | $	29,065 | $	32,894 | $	21,429
|Portfolio turnover rate E                  | 48%      | 75%      | 79%      | 54%      | 62%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012      | 2011      | 2010      | 2009     | 2008    
|------------------------------------------ | --------- | --------- | --------- | -------- | --------
|Selected Per-Share Data                    |           |           |           |          |         
|Net asset value, beginning of period       | $	8.36    | $	8.57    | $	7.85    | $	6.47   | $	9.11  
|Income from Investment
Operations          |           |           |           |          |         
|Net investment income (loss) C             | .474      | .516      | .575      | .572     | .583    
|Net realized and unrealized gain (loss)    | .412      | (.202)    | .675      | 1.309    | (2.608) 
|Total from investment operations           | .886      | .314      | 1.250     | 1.881    | (2.025) 
|Distributions from net investment income   | (.487)    | (.526)    | (.531)    | (.504)   | (.557)  
|Distributions from net realized gain       | (.050)    | -         | -         | -        | (.060)  
|Total distributions                        | (.537)    | (.526)    | (.531)    | (.504)   | (.617)  
|Redemption fees added to paid in capital C | .001      | .002      | .001      | .003     | .002    
|Net asset value, end of period             | $	8.71    | $	8.36    | $	8.57    | $	7.85   | $	6.47  
|Total Return A, B                          | 11.03%    | 3.77%     | 16.51%    | 30.60%   | (23.54)%
|Ratios to Average Net Assets D, F          |           |           |           |          |         
|Expenses before reductions                 | 1.79%     | 1.79%     | 1.81%     | 1.85%    | 1.86%   
|Expenses net of fee waivers, if any        | 1.79%     | 1.79%     | 1.81%     | 1.85%    | 1.85%   
|Expenses net of all reductions             | 1.79%     | 1.79%     | 1.81%     | 1.85%    | 1.85%   
|Net investment income (loss)               | 5.60%     | 6.08%     | 7.07%     | 8.15%    | 6.90%   
|Supplemental Data                          |           |           |           |          |         
|Net assets, end of period (000 omitted)    | $	149,591 | $	120,710 | $	121,796 | $	98,361 | $	30,619
|Portfolio turnover rate E                  | 48%       | 75%       | 79%       | 54%      | 62%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012      | 2011      | 2010      | 2009      | 2008     
|------------------------------------------ | --------- | --------- | --------- | --------- | ---------
|Selected Per-Share Data                    |           |           |           |           |          
|Net asset value, beginning of period       | $	8.40    | $	8.60    | $	7.88    | $	6.49    | $	9.14   
|Income from Investment
Operations          |           |           |           |           |          
|Net investment income (loss) B             | .556      | .598      | .655      | .637      | .669     
|Net realized and unrealized gain (loss)    | .409      | (.195)    | .673      | 1.323     | (2.619)  
|Total from investment operations           | .965      | .403      | 1.328     | 1.960     | (1.950)  
|Distributions from net investment income   | (.566)    | (.605)    | (.609)    | (.573)    | (.642)   
|Distributions from net realized gain       | (.050)    | -         | -         | -         | (.060)   
|Total distributions                        | (.616)    | (.605)    | (.609)    | (.573)    | (.702)   
|Redemption fees added to paid in capital B | .001      | .002      | .001      | .003      | .002     
|Net asset value, end of period             | $	8.75    | $	8.40    | $	8.60    | $	7.88    | $	6.49   
|Total Return A                             | 12.02%    | 4.85%     | 17.55%    | 31.95%    | (22.81)% 
|Ratios to Average Net Assets C, E          |           |           |           |          
|Expenses before reductions                 | .88%      | .88%      | .89%      | .90%      | .92%     
|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 (loss)               | 6.54%     | 7.01%     | 8.03%     | 9.15%     | 7.90%    
|Supplemental Data                          |           |           |           |           |          
|Net assets, end of period (000 omitted)    | $	423,792 | $	311,790 | $	329,601 | $	251,945 | $	143,656
|Portfolio turnover rate D                  | 48%       | 75%       | 79%       | 54%       | 62%      

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

BCalculated based on average shares outstanding during the period.

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

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

EExpense 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, 2012

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

2. Investments in Fidelity Central Funds.

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

Annual Report

3. Significant Accounting Policies - continued

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

Security Valuation.Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation
policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing
vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be
fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in
determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The
frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the
Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who
make markets in such securities. For corporate bonds and floating rate loans, pricing vendors utilize matrix pricing which considers yield or price
of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar
factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending
on the circumstances. The Fund invests a significant portion of its assets in below investment grade securities. The value of these

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or
official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as
Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted
bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. Utilizing these techniques may
result in transfers between Level 1 and Level 2.

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

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

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

Annual Report

3. Significant Accounting Policies - continued

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

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

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 market discount, equity-debt classifications 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                                                  | $	63,711,910 
|------------------------------------------------------------------------------ | -------------
|Gross unrealized depreciation                                                  | (4,572,206)  
|Net unrealized appreciation (depreciation) on securities and other investments | $	59,139,704 
|                                                                               |              
|Tax Cost                                                                       | $	953,489,206

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

|Undistributed ordinary income              | $	6,620,609 
|------------------------------------------ | ------------
|Undistributed long-term capital gain       | $	3,874,457 
|Net unrealized appreciation (depreciation) | $	59,139,704

The tax character of distributions paid was as follows:

|                        | October 31, 2012 | October 31, 2011
|----------------------- | ---------------- | ----------------
|Ordinary Income         | $	57,876,838     | $	58,364,548    
|Long-term Capital Gains | 4,909,609        | -               
|Total                   | $	62,786,447     | $	58,364,548    

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.

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 invests in direct debt instruments which are interests in amounts owed to lenders by
corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing
commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired
through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the
agent bank and/or borrower prior to the sale of these loans.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $541,671,736 and $415,468,041, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly
management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net
assets and an annualized group fee rate that averaged .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%        | $	750,167   | $	26,760       
|Class T | -%               | .25%        | 245,347     | 2,544          
|Class B | .65%             | .25%        | 164,064     | 118,716        
|Class C | .75%             | .25%        | 1,422,195   | 258,326        
|        |                  |             | $	2,581,773 | $	406,346      

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on
Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C
shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

|         | Retained
by FDC
|-------- | ---------------
|Class A  | $	76,364       
|Class T  | 17,102         
|Class B* | 26,311         
|Class C* | 14,335         
|         | $	134,112      

*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

5. 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             | $	471,699   | .16                    
|Class T             | 184,688     | .19                    
|Class B             | 43,012      | .24                    
|Class C             | 230,580     | .16                    
|Institutional Class | 876,739     | .25                    
|                    | $	1,806,718 |                        

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 each month.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for
temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,441 and is reflected in Miscellaneous expenses on the Statement of
Operations. During the period, there were no borrowings on this line of credit.

7. 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

7. Expense Reductions - continued

The following classes were in reimbursement during the period:

|                    | Expense
Limitations | Reimbursement
from adviser
|------------------- | ------------------- | --------------------------
|Class B             | 1.75%               | $	2,399                   
|Institutional Class | .85%                | 89,474                    
|                    |                     | $	91,873                  

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 $501.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

|Years ended October 31,    | 2012         | 2011        
|-------------------------- | ------------ | ------------
|From net investment income |              |             
|Class A                    | $	19,266,751 | $	19,235,107
|Class T                    | 6,321,827    | 7,022,151   
|Class B                    | 1,064,774    | 1,492,154   
|Class C                    | 8,052,744    | 7,761,167   
|Institutional Class        | 23,170,742   | 22,853,969  
|Total                      | $	57,876,838 | $	58,364,548
|From net realized gain     |              |             
|Class A                    | $	1,593,045  | $	-         
|Class T                    | 555,537      | -           
|Class B                    | 113,946      | -           
|Class C                    | 738,893      | -           
|Institutional Class        | 1,908,188    | -           
|Total                      | $	4,909,609  | $	-         

9. Share Transactions.

Transactions for each class of shares were as follows:

|                              | Shares      | Dollars     
|----------------------------- | ----------- | ------------
|Years ended October 31,       | 2012        | 2011        
|Class A                       |             |             
|Shares sold                   | 13,554,378  | 11,035,124  
|Reinvestment of distributions | 1,908,278   | 1,718,199   
|Shares redeemed               | (9,007,277) | (13,690,810)
|Net increase (decrease)       | 6,455,379   | (937,487)   

Annual Report

Notes to Financial Statements - continued

9. Share Transactions - continued

|                              | Shares       | Dollars     
|----------------------------- | ------------ | ------------
|Years ended October 31,       | 2012         | 2011        
|Class T                       |              |             
|Shares sold                   | 3,062,937    | 2,530,176   
|Reinvestment of distributions | 651,829      | 639,347     
|Shares redeemed               | (2,690,101)  | (6,034,437) 
|Net increase (decrease)       | 1,024,665    | (2,864,914) 
|Class B                       |              |             
|Shares sold                   | 215,184      | 352,305     
|Reinvestment of distributions | 104,068      | 125,332     
|Shares redeemed               | (680,921)    | (1,520,701) 
|Net increase (decrease)       | (361,669)    | (1,043,064) 
|Class C                       |              |             
|Shares sold                   | 6,558,912    | 5,225,007   
|Reinvestment of distributions | 802,942      | 674,321     
|Shares redeemed               | (4,619,238)  | (5,681,693) 
|Net increase (decrease)       | 2,742,616    | 217,635     
|Institutional Class           |              |             
|Shares sold                   | 20,083,074   | 8,753,536   
|Reinvestment of distributions | 2,734,646    | 2,455,769   
|Shares redeemed               | (11,495,654) | (12,403,938)
|Net increase (decrease)       | 11,322,066   | (1,194,633) 

10. 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.

At the end of the period, Strategic Advisors Income Opportunities Fund was the owner of record of 11% of the total outstanding shares of the Fund.

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, 2012, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 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, 2012, by correspondence with the custodians, agent banks and brokers; where replies were not received from agent banks and
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, 2012, the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in
conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 14, 2012

Annual Report

---

# Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, each of the Trustees oversees 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey 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. In addition, the Independent Trustees have worked with FMR to enhance
the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not
limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio
management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management
program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further
under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

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

|Name, Age; Principal Occupations and Other Relevant Experience+
|---------------------------------------------------------------
|James C. Curvey (77)                                           
|                                                               
|Ronald P. O'Hanley (55)                                        
|                                                               

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

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

Annual Report

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 (64)                                           
|                                                               
|Alan J. Lacy (59)                                              
|                                                               
|Ned C. Lautenbach (68)                                         
|                                                               
|Joseph Mauriello (68)                                          
|                                                               
|Robert W. Selander (62)                                        
|                                                               
|Cornelia M. Small (68)                                         
|                                                               
|William S. Stavropoulos (73)                                   
|                                                               
|David M. Thomas (63)                                           
|                                                               
|Michael E. Wiley (62)                                          
|                                                               

+	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 Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts
02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82
Devonshire Street, Boston, Massachusetts 02109.

|Name, Age; Principal Occupation
|-------------------------------
|Edward C. Johnson 3d (82)      
|                               
|Peter S. Lynch (68)            
|                               
|David A. Rosow (70)            
|                               
|Garnett A. Smith (65)          
|                               
|Kenneth B. Robins (43)         
|                               
|Brian B. Hogan (48)            
|                               
|Thomas C. Hense (48)           
|                               
|Scott C. Goebel (44)           
|                               
|William C. Coffey (43)         
|                               
|Elizabeth Paige Baumann (44)   
|                               
|Christine Reynolds (54)        
|                               
|Joseph A. Hanlon (44)          
|                               
|Joseph F. Zambello (55)        
|                               
|Adrien E. Deberghes (45)       
|                               
|Stephen Sadoski (41)           
|                               
|Stephanie J. Dorsey (43)       
|                               
|John R. Hebble (54)            
|                               
|Gary W. Ryan (54)              
|                               
|Jonathan Davis (44)            
|                               

Annual Report

---

# Distributions (Unaudited)

The Board of Trustees of Advisor High Income Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

|        | Pay Date | Record Date | Capital Gains
|------- | -------- | ----------- | -------------
|Class A | 12/10/12 | 12/07/12    | $0.094       
|Class T | 12/10/12 | 12/07/12    | $0.094       
|Class B | 12/10/12 | 12/07/12    | $0.094       
|Class C | 12/10/12 | 12/07/12    | $0.094       

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012, $4,091,896, or, if subsequently
determined to be different, the net capital gain of such year.

A total of 0.03% 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 $40,933,148 of distributions paid during the period January 1, 2012 to October 31, 2012, as qualifying to be taxed as
interest-related dividends for nonresident alien shareholders.

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

Annual Report

---

# Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's
Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing
committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject
matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the
services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's
management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by
Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and
(v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of
compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's
relative investment performance for each class measured over multiple periods against (i) a 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, 2011, 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 (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box
are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class
indicated.

Annual Report

Fidelity Advisor High Income Fund

wsd524

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 second quartile for the one-year period and the third quartile for the three- and five-year periods. The Board also noted
that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in
performance 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 the fact that the fund underperformed its benchmark for each period measured. 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 performance of the fund in the
coming year and discuss with FMR if other actions to address performance are appropriate.

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The
group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped
Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several
Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing
relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps.
"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

wsd526

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.

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

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

The Board noted that the total expense ratio of each of Class A and Class B ranked below its competitive median for 2011 and the total expense
ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for 2011. The Board considered that various factors,
including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect
total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1
fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The
Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing
no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which
has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in
transfer agent fees may also cause expenses to vary from class to class.

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. The
Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared
Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in
services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

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

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

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

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

Annual Report

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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) the potential to further rationalize
the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio
managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s)
that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential
impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology,
including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use
of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net
redemptions from the Fidelity funds.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

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



(Fidelity Investment logo)(registered trademark)

`AHI-UANN-1212
1.784748.109`



(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

High Income

Fund - Institutional Class

Annual Report

October 31, 2012(Fidelity Cover Art)

---

# Contents

|Performance                                                         | (Click
Here) | How the fund has done over time.                                                                             
|------------------------------------------------------------------- | ------------ | -------------------------------------------------------------------------------------------------------------
|Management's Discussion of Fund
Performance                         | (Click
Here) | The Portfolio 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. © 2012 FMR LLC. All
rights reserved.

Annual Report



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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

---

# Performance: The Bottom Line

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

Average Annual Total Returns

|Periods ended October 31, 2012 | Past 1
year | Past 5
years | Past 10
years
|------------------------------ | ----------- | ------------ | -------------
|Institutional Class            | 12.02%      | 7.06%        | 9.20%        

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity  Advisor® High Income Fund - Institutional Class on October 31, 2002. The chart
shows how the value of your investment would have changed, and also shows how The BofA Merrill LynchSM US High Yield Constrained Index
performed over the same period.

wsd539

Annual Report

---

# Management's Discussion of Fund Performance

Market Recap: High-yield bonds gained 13.15% for the year ending October 31, 2012, according to The BofA Merrill LynchSM US High Yield
Constrained Index. Worry about eurozone sovereign debt and weak global economic growth failed to restrain the asset class amid favorable
supply/demand technicals - with investors attracted to its yields in a very low interest rate environment - accommodative Federal Reserve
monetary policy, plentiful liquidity and a low default rate. High-yield bonds stalled in November before advancing strongly from December through
February, then modestly declined from March through May. The tide shifted in June, though, with the sector rallying as Greece elected a pro-euro
government and the Fed implemented a second round of "Operation Twist" to buoy economic growth. In July, soft corporate earnings and weak
economic data were a concern, but the market was supported by comments late in the month by European Central Bank (ECB) President Mario
Draghi, who said the ECB would do "whatever it takes" to protect the eurozone from collapsing. In August, weak global economic growth was
outweighed by anticipation of further monetary stimulus in the U.S. and abroad, which was announced in September by the Fed and the ECB,
respectively. In October, high-yield bonds overcame lackluster corporate earnings and lower near-term expectations for U.S. economic growth to post a
positive return.

Comments from Matthew Conti, Portfolio Manager of Fidelity Advisor®High Income Fund: For the year, the fund's Institutional Class
shares returned 12.02%, underperforming the BofA Merrill Lynch index. The fund was hurt by its positioning in telecommunications and banks/thrifts,
and by security selection in technology. The fund's cash position - mainly the short-term result of inflows and bond refinancings that took some time
to reinvest - also dampened returns in an up market. Detractors included a short-duration position in wireless telecom provider Sprint Nextel,
telecom equipment provider Alcatel-Lucent, an overweighting in Ford Motor Credit, not owning wireless spectrum company and index component
Clearwire and an underweighting in auto financing bank Ally Financial. Conversely, security selection in utilities and energy helped, as did our positioning in homebuilders/real estate. Among the contributors were homebuilder Standard Pacific, casino operator MGM Mirage, a high-quality, limited-maturity positioning in Texas utility TXU, an overweighting in automaker Chrysler and not owning Kazakh bank and index constituent BTA Bank.

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, 2012 to October 31,
2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use
the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account
value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class
of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012 | Ending
Account Value
October 31, 2012 | Expenses Paid
During Period*May 1, 2012
to October 31, 2012
|------------------- | ------------------------ | ----------------------------------- | ------------------------------------- | -----------------------------------------------------------
|Class A             | 1.02%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,049.60                            | $	5.26                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,020.01                            | $	5.18                                                     
|Class T             | 1.06%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,050.70                            | $	5.46                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,019.81                            | $	5.38                                                     
|Class B             | 1.75%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,045.90                            | $	9.00                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,016.34                            | $	8.87                                                     
|Class C             | 1.78%                    |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,045.80                            | $	9.15                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,016.19                            | $	9.02                                                     
|Institutional Class | .85%                     |                                     |                                       |                                                            
|Actual              |                          | $	1,000.00                          | $	1,051.60                            | $	4.38                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,020.86                            | $	4.32                                                     

A5% return per year before expenses

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period).

Annual Report

---

# Investment Changes (Unaudited)

|Top Five Holdings as of October 31, 2012      
|----------------------------------------------
|(by issuer, excluding cash equivalents)       
|International Lease Finance Corp.             
|Ford Motor Credit Co. LLC                     
|MGM Mirage, Inc.                              
|CCO Holdings LLC/CCO Holdings Capital Corp.   
|CIT Group, Inc.                               
|                                              
|Top Five Market Sectors as of October 31, 2012
|                                              
|Energy                                        
|Automotive                                    
|Diversified Financial Services                
|Telecommunications                            
|Electric Utilities                            

|Quality Diversification (% of fund's net assets)
|------------------------------------------------
|As of October 31, 2012                          
|wsd242                                          
|wsd397                                          
|wsd245                                          
|wsd251                                          
|wsd258                                          
|wsd408                                          
|wsd264                                          

wsd555

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

|Asset Allocation (% of fund's net assets)
|-----------------------------------------
|As of October 31, 2012*                  
|wsd242                                   
|wsd245                                   
|wsd251                                   
|wsd261                                   
|wsd264                                   
|* Foreign investments                    
|†Amount represents less than 0.1%        

wsd567

Annual Report

---

# Investments October 31, 2012

Showing Percentage of Net Assets

|Nonconvertible Bonds - 83.2%                                                                    
|------------------------------------------------------------------------------------------------
|                                                                                                
|Aerospace - 0.3%                                                                                
|TransDigm, Inc. 5.5% 10/15/20 (d)                                                               
|Air Transportation - 2.3%                                                                       
|Continental Airlines, Inc.:                                                                     
|pass-thru trust certificates 9.798% 4/1/21                                                      
|6.25% 10/22/21                                                                                  
|6.75% 9/15/15 (d)                                                                               
|Continental Airlines, Inc. 9.25% 5/10/17                                                        
|Delta 2012-1B Pass Through Trust 6.875% 5/7/19 (d)                                              
|Delta Air Lines, Inc. pass-thru trust certificates:                                             
|6.375% 1/2/16                                                                                   
|6.75% 11/23/15                                                                                  
|8.021% 8/10/22                                                                                  
|8.954% 8/10/14                                                                                  
|Northwest Airlines, Inc. pass-thru trust certificates 8.028% 11/1/17                            
|United Air Lines, Inc. 9.875% 8/1/13 (d)                                                        
|United Air Lines, Inc. pass-thru trust certificates:                                            
|Class B, 7.336% 7/2/19                                                                          
|9.75% 1/15/17                                                                                   
|12% 1/15/16 (d)                                                                                 
|                                                                                                
|Automotive - 6.1%                                                                               
|Chrysler Group LLC/CG Co-Issuer, Inc.:                                                          
|8% 6/15/19                                                                                      
|8.25% 6/15/21                                                                                   
|Continental Rubber of America Corp. 4.5% 9/15/19 (d)                                            
|Dana Holding Corp.:                                                                             
|6.5% 2/15/19                                                                                    
|6.75% 2/15/21                                                                                   
|Delphi Corp.:                                                                                   
|5.875% 5/15/19                                                                                  
|6.125% 5/15/21                                                                                  
|Ford Motor Co. 7.45% 7/16/31                                                                    
|Ford Motor Credit Co. LLC:                                                                      
|3.875% 1/15/15                                                                                  
|4.25% 2/3/17                                                                                    
|5% 5/15/18                                                                                      
|5.875% 8/2/21                                                                                   
|6.625% 8/15/17                                                                                  
|7% 4/15/15                                                                                      
|8% 12/15/16                                                                                     
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Automotive - continued                                                                          
|Ford Motor Credit Co. LLC: - continued                                                          
|12% 5/15/15                                                                                     
|General Motors Financial Co., Inc.:                                                             
|4.75% 8/15/17 (d)                                                                               
|6.75% 6/1/18                                                                                    
|Tenneco, Inc.:                                                                                  
|6.875% 12/15/20                                                                                 
|7.75% 8/15/18                                                                                   
|                                                                                                
|Banks & Thrifts - 1.4%                                                                          
|Ally Financial, Inc.:                                                                           
|3.6375% 2/11/14 (e)                                                                             
|4.625% 6/26/15                                                                                  
|5.5% 2/15/17                                                                                    
|7.5% 9/15/20                                                                                    
|8% 3/15/20                                                                                      
|GMAC LLC 8% 11/1/31                                                                             
|                                                                                                
|Broadcasting - 1.5%                                                                             
|Allbritton Communications Co. 8% 5/15/18                                                        
|Starz LLC/Starz Finance Corp. 5% 9/15/19 (d)                                                    
|Univision Communications, Inc.:                                                                 
|6.75% 9/15/22 (d)                                                                               
|6.875% 5/15/19 (d)                                                                              
|7.875% 11/1/20 (d)                                                                              
|8.5% 5/15/21 (d)                                                                                
|UPC Holding BV 9.875% 4/15/18 (d)                                                               
|                                                                                                
|Building Materials - 3.0%                                                                       
|Building Materials Corp. of America:                                                            
|6.75% 5/1/21 (d)                                                                                
|6.875% 8/15/18 (d)                                                                              
|Griffon Corp. 7.125% 4/1/18                                                                     
|HD Supply, Inc.:                                                                                
|8.125% 4/15/19 (d)                                                                              
|11% 4/15/20 (d)                                                                                 
|Headwaters, Inc. 7.625% 4/1/19                                                                  
|Masco Corp. 5.95% 3/15/22                                                                       
|Nortek, Inc. 8.5% 4/15/21 (d)                                                                   
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Building Materials - continued                                                                  
|Texas Industries, Inc. 9.25% 8/15/20                                                            
|USG Corp. 7.875% 3/30/20 (d)                                                                    
|                                                                                                
|Cable TV - 4.7%                                                                                 
|Cablevision Systems Corp.:                                                                      
|5.875% 9/15/22                                                                                  
|7.75% 4/15/18                                                                                   
|CCO Holdings LLC/CCO Holdings Capital Corp.:                                                    
|6.5% 4/30/21                                                                                    
|6.625% 1/31/22                                                                                  
|7% 1/15/19                                                                                      
|7.25% 10/30/17                                                                                  
|7.875% 4/30/18                                                                                  
|Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625% 11/15/17 (d)                   
|CSC Holdings LLC:                                                                               
|6.75% 11/15/21 (d)                                                                              
|8.625% 2/15/19                                                                                  
|Harron Communications LP/Harron Finance Corp. 9.125% 4/1/20 (d)                                 
|Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH:                                            
|7.5% 3/15/19 (d)                                                                                
|8.125% 12/1/17 (d)                                                                              
|UPCB Finance III Ltd. 6.625% 7/1/20 (d)                                                         
|UPCB Finance V Ltd. 7.25% 11/15/21 (d)                                                          
|UPCB Finance VI Ltd. 6.875% 1/15/22 (d)                                                         
|Virgin Media Finance PLC 4.875% 2/15/22                                                         
|WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125% 9/1/20 (d)                             
|                                                                                                
|Capital Goods - 1.0%                                                                            
|Amsted Industries, Inc. 8.125% 3/15/18 (d)                                                      
|CNH Capital LLC 3.875% 11/1/15 (d)                                                              
|JB Poindexter & Co., Inc. 9% 4/1/22 (d)                                                         
|Terex Corp. 6.5% 4/1/20                                                                         
|                                                                                                
|Chemicals - 1.4%                                                                                
|Celanese US Holdings LLC 6.625% 10/15/18                                                        
|INEOS Finance PLC 8.375% 2/15/19 (d)                                                            
|Kinove German Bondco GmbH 9.625% 6/15/18 (d)                                                    
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Chemicals - continued                                                                           
|LyondellBasell Industries NV:                                                                   
|5% 4/15/19                                                                                      
|5.75% 4/15/24                                                                                   
|6% 11/15/21                                                                                     
|Rockwood Specialties Group, Inc. 4.625% 10/15/20                                                
|                                                                                                
|Consumer Products - 0.3%                                                                        
|NBTY, Inc. 9% 10/1/18                                                                           
|Containers - 2.1%                                                                               
|Ardagh Packaging Finance PLC 7.375% 10/15/17 (d)                                                
|Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc. 7.375% 10/15/17 (d)                 
|Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg)
SA:    
|5.75% 10/15/20 (d)                                                                              
|7.875% 8/15/19                                                                                  
|8.5% 5/15/18 (c)                                                                                
|9.875% 8/15/19                                                                                  
|Sealed Air Corp.:                                                                               
|8.125% 9/15/19 (d)                                                                              
|8.375% 9/15/21 (d)                                                                              
|                                                                                                
|Diversified Financial Services - 6.6%                                                           
|Aircastle Ltd.:                                                                                 
|6.75% 4/15/17                                                                                   
|9.75% 8/1/18                                                                                    
|CIT Group, Inc.:                                                                                
|4.25% 8/15/17                                                                                   
|4.75% 2/15/15 (d)                                                                               
|5% 5/15/17                                                                                      
|5% 8/15/22                                                                                      
|5.25% 3/15/18                                                                                   
|5.375% 5/15/20                                                                                  
|5.5% 2/15/19 (d)                                                                                
|6.625% 4/1/18 (d)                                                                               
|Icahn Enterprises LP/Icahn Enterprises Finance Corp.:                                           
|7.75% 1/15/16                                                                                   
|8% 1/15/18                                                                                      
|8% 1/15/18 (d)                                                                                  
|ILFC E-Capital Trust II 6.25% 12/21/65 (d)(e)                                                   
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Diversified Financial Services - continued                                                      
|International Lease Finance Corp.:                                                              
|4.875% 4/1/15                                                                                   
|5.65% 6/1/14                                                                                    
|5.75% 5/15/16                                                                                   
|5.875% 4/1/19                                                                                   
|5.875% 8/15/22                                                                                  
|6.25% 5/15/19                                                                                   
|8.625% 9/15/15                                                                                  
|8.625% 1/15/22                                                                                  
|8.75% 3/15/17                                                                                   
|8.875% 9/1/17                                                                                   
|                                                                                                
|Diversified Media - 1.3%                                                                        
|Nielsen Finance LLC/Nielsen Finance Co.:                                                        
|4.5% 10/1/20 (d)                                                                                
|7.75% 10/15/18                                                                                  
|11.625% 2/1/14                                                                                  
|Quebecor Media, Inc.:                                                                           
|5.75% 1/15/23 (d)                                                                               
|7.75% 3/15/16                                                                                   
|7.75% 3/15/16                                                                                   
|                                                                                                
|Electric Utilities - 5.9%                                                                       
|Atlantic Power Corp. 9% 11/15/18                                                                
|Dolphin Subsidiary II, Inc. 6.5% 10/15/16                                                       
|Everest Acquisition LLC / Everest Acquisition Finance, Inc.:                                    
|6.875% 5/1/19 (d)                                                                               
|9.375% 5/1/20 (d)                                                                               
|GenOn Energy, Inc.:                                                                             
|9.5% 10/15/18                                                                                   
|9.875% 10/15/20                                                                                 
|InterGen NV 9% 6/30/17 (d)                                                                      
|IPALCO Enterprises, Inc. 5% 5/1/18                                                              
|Mirant Americas Generation LLC:                                                                 
|8.5% 10/1/21                                                                                    
|9.125% 5/1/31                                                                                   
|NRG Energy, Inc. 6.625% 3/15/23 (d)                                                             
|NSG Holdings II, LLC 7.75% 12/15/25 (d)                                                         
|NV Energy, Inc. 6.25% 11/15/20                                                                  
|Otter Tail Corp. 9% 12/15/16                                                                    
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Electric Utilities - continued                                                                  
|Puget Energy, Inc.:                                                                             
|5.625% 7/15/22 (d)                                                                              
|6.5% 12/15/20                                                                                   
|RRI Energy, Inc. 7.625% 6/15/14                                                                 
|The AES Corp.:                                                                                  
|7.375% 7/1/21                                                                                   
|7.75% 10/15/15                                                                                  
|8% 10/15/17                                                                                     
|9.75% 4/15/16                                                                                   
|                                                                                                
|Energy - 9.7%                                                                                   
|AmeriGas Partners LP/AmeriGas Finance Corp.:                                                    
|6.25% 8/20/19                                                                                   
|6.5% 5/20/21                                                                                    
|Antero Resources Finance Corp.:                                                                 
|7.25% 8/1/19                                                                                    
|9.375% 12/1/17                                                                                  
|Berry Petroleum Co. 6.375% 9/15/22                                                              
|Chesapeake Energy Corp.:                                                                        
|6.125% 2/15/21                                                                                  
|6.775% 3/15/19                                                                                  
|6.875% 11/15/20                                                                                 
|Chesapeake Midstream Partners LP/CHKM Finance Corp.:                                            
|5.875% 4/15/21                                                                                  
|6.125% 7/15/22                                                                                  
|Chesapeake Oilfield Operating LLC 6.625% 11/15/19 (d)                                           
|Crestwood Midstream Partners LP / Finance Corp. 7.75% 4/1/19                                    
|Denbury Resources, Inc. 6.375% 8/15/21                                                          
|Drill Rigs Holdings, Inc. 6.5% 10/1/17 (d)                                                      
|Energy Transfer Equity LP 7.5% 10/15/20                                                         
|EP Energy LLC/Everest Acquisition Finance, Inc. 7.75% 9/1/22 (d)                                
|Expro Finance Luxembourg SCA 8.5% 12/15/16 (d)                                                  
|Exterran Holdings, Inc. 7.25% 12/1/18                                                           
|Forbes Energy Services Ltd. 9% 6/15/19                                                          
|Forest Oil Corp. 7.5% 9/15/20 (d)                                                               
|Frontier Oil Corp. 6.875% 11/15/18                                                              
|Hornbeck Offshore Services, Inc.:                                                               
|5.875% 4/1/20                                                                                   
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Energy - continued                                                                              
|Hornbeck Offshore Services, Inc.: - continued                                                   
|8% 9/1/17                                                                                       
|Kinder Morgan Finance Co. LLC 6% 1/15/18 (d)                                                    
|LINN Energy LLC/LINN Energy Finance Corp.:                                                      
|6.25% 11/1/19 (d)                                                                               
|6.5% 5/15/19                                                                                    
|7.75% 2/1/21                                                                                    
|8.625% 4/15/20                                                                                  
|MRC Global, Inc. 9.5% 12/15/16                                                                  
|Offshore Group Investment Ltd. 11.5% 8/1/15                                                     
|Oil States International, Inc. 6.5% 6/1/19                                                      
|Pan American Energy LLC 7.875% 5/7/21 (d)                                                       
|PBF Holding Co. LLC/PBF Finance Corp. 8.25% 2/15/20 (d)                                         
|Petrohawk Energy Corp.:                                                                         
|6.25% 6/1/19                                                                                    
|7.25% 8/15/18                                                                                   
|10.5% 8/1/14                                                                                    
|Petroleum Geo-Services ASA 7.375% 12/15/18 (d)                                                  
|Plains Exploration & Production Co. 6.125% 6/15/19                                              
|Precision Drilling Corp.:                                                                       
|6.5% 12/15/21                                                                                   
|6.625% 11/15/20                                                                                 
|Samson Investment Co. 9.75% 2/15/20 (d)                                                         
|SESI LLC 7.125% 12/15/21                                                                        
|Suburban Propane Partners LP/Suburban Energy Finance Corp. 7.5% 10/1/18 (d)                     
|Targa Resources Partners LP/Targa Resources Partners Finance Corp.:                             
|5.25% 5/1/23 (d)                                                                                
|6.375% 8/1/22 (d)                                                                               
|6.875% 2/1/21                                                                                   
|7.875% 10/15/18                                                                                 
|Tesoro Corp.:                                                                                   
|4.25% 10/1/17                                                                                   
|5.375% 10/1/22                                                                                  
|Tesoro Logistics LP/Tesoro Logistics Finance Corp. 5.875% 10/1/20 (d)                           
|WPX Energy, Inc.:                                                                               
|5.25% 1/15/17                                                                                   
|6% 1/15/22                                                                                      
|                                                                                                
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Environmental - 0.7%                                                                            
|ADS Waste Holdings, Inc. 8.25% 10/1/20 (d)                                                      
|Clean Harbors, Inc. 5.25% 8/1/20 (d)                                                            
|Covanta Holding Corp.:                                                                          
|6.375% 10/1/22                                                                                  
|7.25% 12/1/20                                                                                   
|Tervita Corp. 9.75% 11/1/19 (d)                                                                 
|                                                                                                
|Food & Drug Retail - 1.8%                                                                       
|Rite Aid Corp.:                                                                                 
|9.25% 3/15/20                                                                                   
|9.5% 6/15/17                                                                                    
|                                                                                                
|Food/Beverage/Tobacco - 1.3%                                                                    
|JBS USA LLC/JBS USA Finance, Inc. 8.25% 2/1/20 (d)                                              
|Post Holdings, Inc. 7.375% 2/15/22 (d)                                                          
|US Foodservice, Inc. 8.5% 6/30/19 (d)                                                           
|                                                                                                
|Gaming - 4.0%                                                                                   
|Ameristar Casinos, Inc.:                                                                        
|7.5% 4/15/21                                                                                    
|7.5% 4/15/21 (d)                                                                                
|CityCenter Holdings LLC/CityCenter Finance Corp.:                                               
|7.625% 1/15/16                                                                                  
|7.625% 1/15/16 (d)                                                                              
|MGM Mirage, Inc.:                                                                               
|6.625% 7/15/15                                                                                  
|6.75% 10/1/20 (d)                                                                               
|7.5% 6/1/16                                                                                     
|7.625% 1/15/17                                                                                  
|8.625% 2/1/19 (d)                                                                               
|10% 11/1/16                                                                                     
|11.375% 3/1/18                                                                                  
|Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.:                                                
|5.375% 3/15/22 (d)                                                                              
|7.75% 8/15/20                                                                                   
|                                                                                                
|Healthcare - 4.8%                                                                               
|CDRT Holding Corp. 9.25% 10/1/17 pay-in-kind (d)                                                
|Community Health Systems, Inc. 5.125% 8/15/18                                                   
|DaVita, Inc. 5.75% 8/15/22                                                                      
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Healthcare - continued                                                                          
|DJO Finance LLC/DJO Finance Corp.:                                                              
|7.75% 4/15/18                                                                                   
|8.75% 3/15/18 (d)                                                                               
|9.875% 4/15/18 (d)                                                                              
|Emergency Medical Services Corp. 8.125% 6/1/19                                                  
|Fresenius Medical Care US Finance II, Inc. 5.625% 7/31/19 (d)                                   
|HCA, Inc. 4.75% 5/1/23                                                                          
|HealthSouth Corp.:                                                                              
|5.75% 11/1/24                                                                                   
|7.25% 10/1/18                                                                                   
|IMS Health, Inc. 6% 11/1/20 (d)                                                                 
|MPT Operating Partnership LP/MPT Finance Corp. 6.875% 5/1/21                                    
|Mylan, Inc.:                                                                                    
|6% 11/15/18 (d)                                                                                 
|7.625% 7/15/17 (d)                                                                              
|Omega Healthcare Investors, Inc.:                                                               
|6.75% 10/15/22                                                                                  
|7.5% 2/15/20                                                                                    
|Radiation Therapy Services, Inc. 8.875% 1/15/17                                                 
|Rural/Metro Corp. 10.125% 7/15/19 (d)                                                           
|Sabra Health Care LP/Sabra Capital Corp. 8.125% 11/1/18                                         
|Valeant Pharmaceuticals International:                                                          
|6.375% 10/15/20 (d)                                                                             
|6.5% 7/15/16 (d)                                                                                
|6.875% 12/1/18 (d)                                                                              
|VPI Escrow Corp. 6.375% 10/15/20 (d)                                                            
|WP Rocket Merger Sub, Inc. 10.125% 7/15/19 (d)                                                  
|                                                                                                
|Homebuilders/Real Estate - 4.0%                                                                 
|CB Richard Ellis Services, Inc. 6.625% 10/15/20                                                 
|D.R. Horton, Inc.:                                                                              
|4.375% 9/15/22                                                                                  
|4.75% 5/15/17                                                                                   
|KB Home:                                                                                        
|7.25% 6/15/18                                                                                   
|7.5% 9/15/22                                                                                    
|9.1% 9/15/17                                                                                    
|Lennar Corp.:                                                                                   
|4.75% 11/15/22 (d)                                                                              
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Homebuilders/Real Estate - continued                                                            
|Lennar Corp.: - continued                                                                       
|5.6% 5/31/15                                                                                    
|6.95% 6/1/18                                                                                    
|12.25% 6/1/17                                                                                   
|Standard Pacific Corp.:                                                                         
|8.375% 5/15/18                                                                                  
|8.375% 1/15/21                                                                                  
|10.75% 9/15/16                                                                                  
|                                                                                                
|Hotels - 0.4%                                                                                   
|Host Hotels & Resorts LP:                                                                       
|4.75% 3/1/23                                                                                    
|5.875% 6/15/19                                                                                  
|9% 5/15/17                                                                                      
|                                                                                                
|Leisure - 1.0%                                                                                  
|Equinox Holdings, Inc. 9.5% 2/1/16 (d)                                                          
|GWR Operating Partnership LLP/Great Wolf Finance Corp. 10.875% 4/1/17                           
|Royal Caribbean Cruises Ltd.:                                                                   
|7.25% 3/15/18                                                                                   
|7.5% 10/15/27                                                                                   
|yankee 7.25% 6/15/16                                                                            
|Universal City Development Partners Ltd./UCDP Finance, Inc. 8.875% 11/15/15                     
|                                                                                                
|Metals/Mining - 2.0%                                                                            
|Alpha Natural Resources, Inc. 6.25% 6/1/21                                                      
|Boart Longyear Management Pty Ltd. 7% 4/1/21 (d)                                                
|CONSOL Energy, Inc. 8% 4/1/17                                                                   
|FMG Resources (August 2006) Pty Ltd.:                                                           
|6.375% 2/1/16 (d)                                                                               
|7% 11/1/15 (d)                                                                                  
|Peabody Energy Corp. 6.25% 11/15/21                                                             
|                                                                                                
|Paper - 0.0%                                                                                    
|Sappi Papier Holding GmbH 7.75% 7/15/17 (d)                                                     
|Publishing/Printing - 0.3%                                                                      
|Griffey Intermediate, Inc./Griffey Finance Sub LLC 7% 10/15/20 (d)                              
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Restaurants - 0.3%                                                                              
|NPC International, Inc./NPC Operating Co. A, Inc./NPC Operating Co. B, Inc. 10.5%
1/15/20       
|Services - 2.6%                                                                                 
|ARAMARK Corp.:                                                                                  
|3.9446% 2/1/15 (e)                                                                              
|8.5% 2/1/15                                                                                     
|ARAMARK Holdings Corp. 8.625% 5/1/16 pay-in-kind (d)(e)                                         
|FTI Consulting, Inc. 6.75% 10/1/20                                                              
|Hertz Corp.:                                                                                    
|6.75% 4/15/19                                                                                   
|6.75% 4/15/19 (d)                                                                               
|7.5% 10/15/18                                                                                   
|TransUnion Holding Co., Inc. 8.125% 6/15/18 pay-in-kind (d)                                     
|                                                                                                
|Shipping - 0.1%                                                                                 
|Navios Maritime Holdings, Inc. 8.875% 11/1/17                                                   
|Steel - 1.6%                                                                                    
|Essar Steel Algoma, Inc. 9.375% 3/15/15 (d)                                                     
|JMC Steel Group, Inc. 8.25% 3/15/18 (d)                                                         
|Severstal Columbus LLC 10.25% 2/15/18                                                           
|Steel Dynamics, Inc.:                                                                           
|6.125% 8/15/19 (d)                                                                              
|6.75% 4/1/15                                                                                    
|7.625% 3/15/20                                                                                  
|                                                                                                
|Super Retail - 1.3%                                                                             
|Claire's Stores, Inc. 9% 3/15/19 (d)                                                            
|J. Crew Group, Inc. 8.125% 3/1/19                                                               
|PETCO Animal Supplies, Inc. 9.25% 12/1/18 (d)                                                   
|                                                                                                
|Technology - 2.8%                                                                               
|Avaya, Inc.:                                                                                    
|9.75% 11/1/15                                                                                   
|10.125% 11/1/15 pay-in-kind (e)                                                                 
|First Data Corp.:                                                                               
|6.75% 11/1/20 (d)                                                                               
|8.25% 1/15/21 (d)                                                                               
|Jabil Circuit, Inc. 4.7% 9/15/22                                                                
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Technology - continued                                                                          
|Lucent Technologies, Inc.:                                                                      
|6.45% 3/15/29                                                                                   
|6.5% 1/15/28                                                                                    
|Nuance Communications, Inc. 5.375% 8/15/20 (d)                                                  
|Sanmina-SCI Corp. 7% 5/15/19 (d)                                                                
|Spansion LLC 7.875% 11/15/17                                                                    
|SunGard Data Systems, Inc.:                                                                     
|7.375% 11/15/18                                                                                 
|10.25% 8/15/15                                                                                  
|Viasystems, Inc. 7.875% 5/1/19 (d)                                                              
|                                                                                                
|Telecommunications - 6.3%                                                                       
|Cequel Communications Escrow 1 LLC/Cequel Communications Escrow Capital Corp. 6.375%
9/15/20 (d)
|Crown Castle International Corp. 5.25% 1/15/23 (d)                                              
|Digicel Group Ltd.:                                                                             
|7% 2/15/20 (d)                                                                                  
|8.25% 9/1/17 (d)                                                                                
|8.25% 9/30/20 (d)                                                                               
|Intelsat Jackson Holdings SA:                                                                   
|6.625% 12/15/22 (d)                                                                             
|7.25% 10/15/20 (d)                                                                              
|7.5% 4/1/21                                                                                     
|Intelsat Luxembourg SA:                                                                         
|11.25% 2/4/17                                                                                   
|11.5% 2/4/17 pay-in-kind (e)                                                                    
|Nextel Communications, Inc.:                                                                    
|5.95% 3/15/14                                                                                   
|7.375% 8/1/15                                                                                   
|NII Capital Corp. 7.625% 4/1/21                                                                 
|Qwest Communications International, Inc. 7.125% 4/1/18                                          
|SBA Communications Corp. 5.625% 10/1/19 (d)                                                     
|Sprint Nextel Corp.:                                                                            
|6% 12/1/16                                                                                      
|7% 8/15/20                                                                                      
|9% 11/15/18 (d)                                                                                 
|Telesat Canada/Telesat LLC 6% 5/15/17 (d)                                                       
|TW Telecom Holdings, Inc. 5.375% 10/1/22 (d)                                                    
|Nonconvertible Bonds - continued                                                                
|                                                                                                
|Telecommunications - continued                                                                  
|Zayo Group LLC/Zayo Capital, Inc.:                                                              
|8.125% 1/1/20                                                                                   
|10.125% 7/1/20                                                                                  
|                                                                                                
|Textiles & Apparel - 0.3%                                                                       
|Hanesbrands, Inc. 6.375% 12/15/20                                                               
|TOTAL NONCONVERTIBLE BONDS
(Cost $802,733,719)                                                  

|Common Stocks - 0.0%                                
|----------------------------------------------------
|                                                    
|Telecommunications - 0.0%                           
|CUI Acquisition Corp. Class E (a)(d)
(Cost $864,258)
|Preferred Stocks - 0.6%                             
|                                                    
|Convertible Preferred Stocks - 0.3%                 
|Automotive - 0.3%                                   
|General Motors Co. 4.75%                            
|Nonconvertible Preferred Stocks - 0.3%              
|Banks & Thrifts - 0.3%                              
|Goldman Sachs Group, Inc. 5.95% (a)                 
|TOTAL PREFERRED STOCKS
(Cost $6,679,124)            

|Floating Rate Loans - 7.5%                                                       
|---------------------------------------------------------------------------------
|                                                                                 
|Air Transportation - 1.5%                                                        
|Delta Air Lines, Inc.:                                                           
|Tranche B 1LN, term loan 5.25% 10/18/18 (e)                                      
|Tranche B 2LN, term loan 4.25% 4/18/16 (e)                                       
|Tranche B, term loan 5.5% 4/20/17 (e)                                            
|US Airways Group, Inc. term loan 2.711% 3/23/14 (e)                              
|                                                                                 
|Floating Rate Loans - continued                                                  
|                                                                                 
|Automotive - 0.7%                                                                
|Chrysler Group LLC Tranche B, term loan 6% 5/24/17 (e)                           
|Federal-Mogul Corp.:                                                             
|Tranche B, term loan 2.1475% 12/27/14 (e)                                        
|Tranche C, term loan 2.1475% 12/27/15 (e)                                        
|                                                                                 
|Broadcasting - 0.4%                                                              
|Univision Communications, Inc. term loan 4.462% 3/31/17 (e)                      
|Cable TV - 0.3%                                                                  
|Harron Communications LP Tranche B, term loan 5% 10/6/17 (e)                     
|UPC Broadband Holding BV Tranche AB, term loan 4.75% 12/31/17 (e)                
|                                                                                 
|Capital Goods - 0.5%                                                             
|Colfax Corp. Tranche B, term loan 4.5% 9/12/18 (e)                               
|Husky Intermediate, Inc. Tranche B, term loan 5.75% 6/30/18 (e)                  
|                                                                                 
|Chemicals - 0.2%                                                                 
|Ascend Performance Materials Operation LLC Tranche B, term loan 6.75% 4/10/18 (e)
|Diversified Financial Services - 0.1%                                            
|Flying Fortress, Inc. Tranche 3, term loan 5% 6/30/17 (e)                        
|Electric Utilities - 0.0%                                                        
|The AES Corp. Tranche B, term loan 4.25% 5/27/18 (e)                             
|Energy - 0.3%                                                                    
|Chesapeake Energy Corp. term loan 8.5% 12/2/17 (e)                               
|Crestwood Holdings Partners LLC Tranche B, term loan 9.75% 3/26/18 (e)           
|Energy Transfer Equity LP Tranche B, term loan 3.75% 3/23/17 (e)                 
|Samson Investment Co. Tranche 2LN, term loan 6% 9/25/18 (e)                      
|                                                                                 
|Environmental - 0.1%                                                             
|ADS Waste Holdings, Inc. Tranche B, term loan 5.25% 10/9/19 (e)                  
|Floating Rate Loans - continued                                                  
|                                                                                 
|Food & Drug Retail - 0.3%                                                        
|GNC Corp. Tranche B, term loan 3.75% 3/2/18 (e)                                  
|Healthcare - 0.6%                                                                
|Emergency Medical Services Corp. Tranche B, term loan 5.25% 5/25/18 (e)          
|Quintiles Transnational Corp. Tranche B, term loan 5% 6/8/18 (e)                 
|Valeant Pharmaceuticals International Tranche B, term loan:                      
|9/16/19 (e)                                                                      
|4.25% 2/13/19 (e)                                                                
|                                                                                 
|Insurance - 1.0%                                                                 
|Asurion Corp.:                                                                   
|Tranche 1st LN, term loan 5.5% 5/24/18 (e)                                       
|Tranche 2nd LN, term loan 9% 5/24/19 (e)                                         
|Tranche B-1 1LN, term loan 4.75% 7/23/17 (e)                                     
|Lonestar Intermediate Super Holdings LLC term loan 11% 9/2/19 (e)                
|                                                                                 
|Publishing/Printing - 0.1%                                                       
|Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (e)                       
|Services - 0.2%                                                                  
|U.S. Foodservice term loan 5.75% 3/31/17 (e)                                     
|Steel - 0.4%                                                                     
|Fortescue Metals Group Ltd. Tranche B, term loan 5.25% 10/18/17 (e)              
|JMC Steel Group, Inc. term loan 4.75% 4/1/17 (e)                                 
|                                                                                 
|Super Retail - 0.3%                                                              
|Neiman Marcus Group, Inc. Tranche B, term loan 4.75% 5/16/18 (e)                 
|PETCO Animal Supplies, Inc. term loan 4.5% 11/24/17 (e)                          
|                                                                                 
|Technology - 0.3%                                                                
|First Data Corp. term loan 4.2107% 3/24/18 (e)                                   
|GoDaddy.com, Inc. Tranche B 1LN, term loan 5.5% 12/16/18 (e)                     
|                                                                                 
|Floating Rate Loans - continued                                                  
|                                                                                 
|Telecommunications - 0.2%                                                        
|Intelsat Jackson Holdings SA:                                                    
|term loan 3.214% 2/1/14 (e)                                                      
|Tranche B, term loan 4.5% 4/2/18 (e)                                             
|                                                                                 
|TOTAL FLOATING RATE LOANS
(Cost $74,914,932)                                     

|Money Market Funds - 7.2%                               
|--------------------------------------------------------
|                                                        
|Fidelity Cash Central Fund, 0.19% (b)
(Cost $73,763,871)
|TOTAL INVESTMENT PORTFOLIO - 98.5%
(Cost $958,955,904)  
|NET OTHER ASSETS (LIABILITIES) - 1.5%                   
|NET ASSETS - 100%                                       

|Legend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)	Non-income producing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)	Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized
seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In
addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm,
are available on the SEC's website or upon request.
|(c)	Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.                                                                                                                                                                                                                                                                                                                                                                                         
|(d)	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 $289,332,899 or 28.2% of net assets.                                                                                                                                                                                                                   
|(e)	Coupon rates for floating and adjustable rate securities reflect the rates in effect 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 | $	71,068     

|Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or
methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation
inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial
Statements.

|Valuation Inputs at Reporting Date:
|-----------------------------------
|Description                        
|Investments in Securities:         
|Equities:                          
|Consumer Discretionary             
|Financials                         
|Telecommunication Services         
|Corporate Bonds                    
|Floating Rate Loans                
|Money Market Funds                 
|Total Investments in Securities:   

|Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)
|-------------------------------------------------------------------------------------------------------------------------------------

|United States of America           | 87.9% 
|---------------------------------- | ------
|Luxembourg                         | 2.5%  
|Canada                             | 2.5%  
|Australia                          | 1.6%  
|Bermuda                            | 1.5%  
|Netherlands                        | 1.0%  
|Others (Individually Less Than 1%) | 3.0%  
|                                   | 100.0%

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

Annual Report

---

# Financial Statements

## Statement of Assets and Liabilities

|                                                                                                         | October 31, 2012
|-------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                         |                 
|Assets                                                                                                   |                 
|Investment in securities, at value - See accompanying schedule:
Unaffiliated issuers (cost $885,192,033) | $	938,865,039   
|Fidelity Central Funds (cost $73,763,871)                                                                | 73,763,871      
|Total Investments (cost $958,955,904)                                                                    |                 
|Cash                                                                                                     |                 
|Receivable for investments sold                                                                          |                 
|Receivable for fund shares sold                                                                          |                 
|Interest receivable                                                                                      |                 
|Distributions receivable from Fidelity Central Funds                                                     |                 
|Other receivables                                                                                        |                 
|Total assets                                                                                             |                 
|                                                                                                         |                 
|Liabilities                                                                                              |                 
|Payable for investments purchased                                                                        | $	4,653,673     
|Payable for fund shares redeemed                                                                         | 1,984,607       
|Distributions payable                                                                                    | 749,478         
|Accrued management fee                                                                                   | 469,786         
|Distribution and service plan fees payable                                                               | 229,386         
|Other affiliated payables                                                                                | 187,920         
|Other payables and accrued expenses                                                                      | 57,161          
|Total liabilities                                                                                        |                 
|                                                                                                         |                 
|Net Assets                                                                                               |                 
|Net Assets consist of:                                                                                   |                 
|Paid in capital                                                                                          |                 
|Undistributed net investment income                                                                      |                 
|Accumulated undistributed net realized gain (loss) on investments                                        |                 
|Net unrealized appreciation (depreciation) on investments                                                |                 
|Net Assets                                                                                               |                 

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

Annual Report

Financial Statements - continued

## Statement of Assets and Liabilities - continued

|                                                                                                                                | October 31, 2012
|------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                                |                 
|Calculation of Maximum Offering Price
Class A:
Net Asset Valueand redemption price per share ($331,435,930 ÷ 37,958,561 shares) |                 
|                                                                                                                                |                 
|Maximum offering price per share (100/96.00 of $8.73)                                                                           |                 
|Class T:
Net Asset Value and redemption price per share ($105,518,482 ÷ 12,104,643 shares)                                      |                 
|                                                                                                                                |                 
|Maximum offering price per share (100/96.00 of $8.72)                                                                           |                 
|Class B:
Net Asset Value and offering price per share ($17,309,360 ÷ 1,987,621 shares)A                                         |                 
|                                                                                                                                |                 
|Class C:
Net Asset Value and offering price per share ($149,591,303 ÷ 17,174,401 shares)A                                       |                 
|                                                                                                                                |                 
|Institutional Class:
Net Asset Value, offering price and redemption price per share ($423,792,362 ÷ 48,456,820
shares)          |                 

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

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

Annual Report

## Statement of Operations

|                                                                              | Year ended October 31, 2012
|----------------------------------------------------------------------------- | ---------------------------
|                                                                              |                            
|Investment Income                                                             |                            
|Dividends                                                                     |                            
|Interest                                                                      |                            
|Income from Fidelity Central Funds                                            |                            
|Total income                                                                  |                            
|                                                                              |                            
|Expenses                                                                      |                            
|Management fee                                                                | $	5,146,116                
|Transfer agent fees                                                           | 1,806,718                  
|Distribution and service plan fees                                            | 2,581,773                  
|Accounting fees and expenses                                                  | 330,900                    
|Custodian fees and expenses                                                   | 19,905                     
|Independent trustees' compensation                                            | 5,896                      
|Registration fees                                                             | 113,454                    
|Audit                                                                         | 66,074                     
|Legal                                                                         | 4,881                      
|Miscellaneous                                                                 | 8,427                      
|Total expenses before reductions                                              | 10,084,144                 
|Expense reductions                                                            | (92,374)                   
|Net investment income (loss)                                                  |                            
|Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:              |                            
|Investment securities:                                                        |                            
|Unaffiliated issuers                                                          |                            
|Change in net unrealized appreciation (depreciation) on investment securities |                            
|Net gain (loss)                                                               |                            
|Netincrease (decrease) in net assets resulting from operations                |                            

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

Annual Report

Financial Statements - continued

## Statement of Changes in Net Assets

|                                                                                                                                                  | Year ended
October 31,
2012 | Year ended
October 31,
2011
|------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ---------------------------
|Increase (Decrease) in Net Assets                                                                                                                 |                             |                            
|Operations                                                                                                                                        |                             |                            
|Net investment income (loss)                                                                                                                      | $	57,210,653                | $	57,416,131               
|Net realized gain (loss)                                                                                                                          | 5,885,916                   | 38,689,314                 
|Change in net unrealized appreciation (depreciation)                                                                                              | 37,279,107                  | (59,527,068)               
|Netincrease (decrease) in net assets resulting
from operations                                                                                    | 100,375,676                 | 36,578,377                 
|Distributions to shareholders from net investment income                                                                                          | (57,876,838)                | (58,364,548)               
|Distributions to shareholders from net realized gain                                                                                              | (4,909,609)                 | -                          
|Total distributions                                                                                                                               | (62,786,447)                | (58,364,548)               
|Share transactions - net increase (decrease)                                                                                                      | 180,987,382                 | (48,015,913)               
|Redemption fees                                                                                                                                   | 67,711                      | 189,681                    
|Total increase (decrease) in net assets                                                                                                           | 218,644,322                 | (69,612,403)               
|                                                                                                                                                  |                             |                            
|Net Assets                                                                                                                                        |                             |                            
|Beginning of period                                                                                                                               | 809,003,115                 | 878,615,518                
|End of period (including undistributed net investment income of $10,186,110 and
undistributed net investment income of $11,084,666, respectively) | $	1,027,647,437             | $	809,003,115              

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

Annual Report

## Financial Highlights - Class A

|Years ended October 31,                    | 2012      | 2011      | 2010      | 2009      | 2008    
|------------------------------------------ | --------- | --------- | --------- | --------- | --------
|Selected Per-Share Data                    |           |           |           |           |         
|Net asset value, beginning of period       | $	8.38    | $	8.59    | $	7.87    | $	6.48    | $	9.13  
|Income from Investment
Operations          |           |           |           |          
|Net investment income (loss) C             | .539      | .581      | .637      | .625      | .645    
|Net realized and unrealized gain (loss)    | .411      | (.204)    | .673      | 1.318     | (2.616) 
|Total from investment operations           | .950      | .377      | 1.310     | 1.943     | (1.971) 
|Distributions from net investment income   | (.551)    | (.589)    | (.591)    | (.556)    | (.621)  
|Distributions from net realized gain       | (.050)    | -         | -         | -         | (.060)  
|Total distributions                        | (.601)    | (.589)    | (.591)    | (.556)    | (.681)  
|Redemption fees added to paid in capital C | .001      | .002      | .001      | .003      | .002    
|Net asset value, end of period             | $	8.73    | $	8.38    | $	8.59    | $	7.87    | $	6.48  
|Total Return A, B                          | 11.84%    | 4.53%     | 17.33%    | 31.69%    | (23.03)%
|Ratios to Average Net Assets D, F          |           |           |           |           |         
|Expenses before reductions                 | 1.03%     | 1.04%     | 1.06%     | 1.09%     | 1.12%   
|Expenses net of fee waivers, if any        | 1.03%     | 1.04%     | 1.06%     | 1.09%     | 1.10%   
|Expenses net of all reductions             | 1.03%     | 1.04%     | 1.06%     | 1.08%     | 1.10%   
|Net investment income (loss)               | 6.35%     | 6.82%     | 7.81%     | 8.91%     | 7.65%   
|Supplemental Data                          |           |           |           |           |         
|Net assets, end of period (000 omitted)    | $	331,436 | $	264,110 | $	278,577 | $	282,936 | $	89,571
|Portfolio turnover rate E                  | 48%       | 75%       | 79%       | 54%       | 62%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012      | 2011     | 2010      | 2009      | 2008    
|------------------------------------------ | --------- | -------- | --------- | --------- | --------
|Selected Per-Share Data                    |           |          |           |           |         
|Net asset value, beginning of period       | $	8.37    | $	8.57   | $	7.86    | $	6.48    | $	9.12  
|Income from Investment
Operations          |           |          |           |           |         
|Net investment income (loss) C             | .536      | .578     | .633      | .622      | .645    
|Net realized and unrealized gain (loss)    | .411      | (.193)   | .665      | 1.310     | (2.606) 
|Total from investment operations           | .947      | .385     | 1.298     | 1.932     | (1.961) 
|Distributions from net investment income   | (.548)    | (.587)   | (.589)    | (.555)    | (.621)  
|Distributions from net realized gain       | (.050)    | -        | -         | -         | (.060)  
|Total distributions                        | (.598)    | (.587)   | (.589)    | (.555)    | (.681)  
|Redemption fees added to paid in capital C | .001      | .002     | .001      | .003      | .002    
|Net asset value, end of period             | $	8.72    | $	8.37   | $	8.57    | $	7.86    | $	6.48  
|Total Return A, B                          | 11.83%    | 4.63%    | 17.17%    | 31.52%    | (22.94)%
|Ratios to Average Net Assets D, F          |           |          |           |          
|Expenses before reductions                 | 1.06%     | 1.07%    | 1.11%     | 1.16%     | 1.19%   
|Expenses net of fee waivers, if any        | 1.06%     | 1.07%    | 1.10%     | 1.10%     | 1.10%   
|Expenses net of all reductions             | 1.06%     | 1.07%    | 1.10%     | 1.10%     | 1.10%   
|Net investment income (loss)               | 6.32%     | 6.79%    | 7.78%     | 8.89%     | 7.65%   
|Supplemental Data                          |           |          |           |           |         
|Net assets, end of period (000 omitted)    | $	105,518 | $	92,746 | $	119,576 | $	111,601 | $	43,018
|Portfolio turnover rate E                  | 48%       | 75%      | 79%       | 54%       | 62%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012     | 2011     | 2010     | 2009     | 2008    
|------------------------------------------ | -------- | -------- | -------- | -------- | --------
|Selected Per-Share Data                    |          |          |          |          |         
|Net asset value, beginning of period       | $	8.36   | $	8.57   | $	7.85   | $	6.47   | $	9.11  
|Income from Investment
Operations          |          |          |          |          |         
|Net investment income (loss) C             | .477     | .521     | .579     | .571     | .593    
|Net realized and unrealized gain (loss)    | .412     | (.204)   | .676     | 1.317    | (2.609) 
|Total from investment operations           | .889     | .317     | 1.255    | 1.888    | (2.016) 
|Distributions from net investment income   | (.490)   | (.529)   | (.536)   | (.511)   | (.566)  
|Distributions from net realized gain       | (.050)   | -        | -        | -        | (.060)  
|Total distributions                        | (.540)   | (.529)   | (.536)   | (.511)   | (.626)  
|Redemption fees added to paid in capital C | .001     | .002     | .001     | .003     | .002    
|Net asset value, end of period             | $	8.71   | $	8.36   | $	8.57   | $	7.85   | $	6.47  
|Total Return A, B                          | 11.08%   | 3.81%    | 16.58%   | 30.73%   | (23.47)%
|Ratios to Average Net Assets D, F          |          |          |          |          |         
|Expenses before reductions                 | 1.76%    | 1.77%    | 1.80%    | 1.81%    | 1.82%   
|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 (loss)               | 5.64%    | 6.11%    | 7.13%    | 8.25%    | 7.00%   
|Supplemental Data                          |          |          |          |          |         
|Net assets, end of period (000 omitted)    | $	17,309 | $	19,647 | $	29,065 | $	32,894 | $	21,429
|Portfolio turnover rate E                  | 48%      | 75%      | 79%      | 54%      | 62%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012      | 2011      | 2010      | 2009     | 2008    
|------------------------------------------ | --------- | --------- | --------- | -------- | --------
|Selected Per-Share Data                    |           |           |           |          |         
|Net asset value, beginning of period       | $	8.36    | $	8.57    | $	7.85    | $	6.47   | $	9.11  
|Income from Investment
Operations          |           |           |           |          |         
|Net investment income (loss) C             | .474      | .516      | .575      | .572     | .583    
|Net realized and unrealized gain (loss)    | .412      | (.202)    | .675      | 1.309    | (2.608) 
|Total from investment operations           | .886      | .314      | 1.250     | 1.881    | (2.025) 
|Distributions from net investment income   | (.487)    | (.526)    | (.531)    | (.504)   | (.557)  
|Distributions from net realized gain       | (.050)    | -         | -         | -        | (.060)  
|Total distributions                        | (.537)    | (.526)    | (.531)    | (.504)   | (.617)  
|Redemption fees added to paid in capital C | .001      | .002      | .001      | .003     | .002    
|Net asset value, end of period             | $	8.71    | $	8.36    | $	8.57    | $	7.85   | $	6.47  
|Total Return A, B                          | 11.03%    | 3.77%     | 16.51%    | 30.60%   | (23.54)%
|Ratios to Average Net Assets D, F          |           |           |           |          |         
|Expenses before reductions                 | 1.79%     | 1.79%     | 1.81%     | 1.85%    | 1.86%   
|Expenses net of fee waivers, if any        | 1.79%     | 1.79%     | 1.81%     | 1.85%    | 1.85%   
|Expenses net of all reductions             | 1.79%     | 1.79%     | 1.81%     | 1.85%    | 1.85%   
|Net investment income (loss)               | 5.60%     | 6.08%     | 7.07%     | 8.15%    | 6.90%   
|Supplemental Data                          |           |           |           |          |         
|Net assets, end of period (000 omitted)    | $	149,591 | $	120,710 | $	121,796 | $	98,361 | $	30,619
|Portfolio turnover rate E                  | 48%       | 75%       | 79%       | 54%      | 62%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FExpense 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,                    | 2012      | 2011      | 2010      | 2009      | 2008     
|------------------------------------------ | --------- | --------- | --------- | --------- | ---------
|Selected Per-Share Data                    |           |           |           |           |          
|Net asset value, beginning of period       | $	8.40    | $	8.60    | $	7.88    | $	6.49    | $	9.14   
|Income from Investment
Operations          |           |           |           |           |          
|Net investment income (loss) B             | .556      | .598      | .655      | .637      | .669     
|Net realized and unrealized gain (loss)    | .409      | (.195)    | .673      | 1.323     | (2.619)  
|Total from investment operations           | .965      | .403      | 1.328     | 1.960     | (1.950)  
|Distributions from net investment income   | (.566)    | (.605)    | (.609)    | (.573)    | (.642)   
|Distributions from net realized gain       | (.050)    | -         | -         | -         | (.060)   
|Total distributions                        | (.616)    | (.605)    | (.609)    | (.573)    | (.702)   
|Redemption fees added to paid in capital B | .001      | .002      | .001      | .003      | .002     
|Net asset value, end of period             | $	8.75    | $	8.40    | $	8.60    | $	7.88    | $	6.49   
|Total Return A                             | 12.02%    | 4.85%     | 17.55%    | 31.95%    | (22.81)% 
|Ratios to Average Net Assets C, E          |           |           |           |          
|Expenses before reductions                 | .88%      | .88%      | .89%      | .90%      | .92%     
|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 (loss)               | 6.54%     | 7.01%     | 8.03%     | 9.15%     | 7.90%    
|Supplemental Data                          |           |           |           |           |          
|Net assets, end of period (000 omitted)    | $	423,792 | $	311,790 | $	329,601 | $	251,945 | $	143,656
|Portfolio turnover rate D                  | 48%       | 75%       | 79%       | 54%       | 62%      

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

BCalculated based on average shares outstanding during the period.

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

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

EExpense 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, 2012

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

2. Investments in Fidelity Central Funds.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Security Valuation.Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation
policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing
vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be
fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in
determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The
frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the
Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who
make markets in such securities. For corporate bonds and floating rate loans, pricing vendors utilize matrix pricing which considers yield or price
of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar
factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending
on the circumstances. The Fund invests a significant portion of its assets in below investment grade securities. The value of these

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or
official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as
Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted
bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. Utilizing these techniques may
result in transfers between Level 1 and Level 2.

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

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

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

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 market discount, equity-debt classifications 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                                                  | $	63,711,910 
|------------------------------------------------------------------------------ | -------------
|Gross unrealized depreciation                                                  | (4,572,206)  
|Net unrealized appreciation (depreciation) on securities and other investments | $	59,139,704 
|                                                                               |              
|Tax Cost                                                                       | $	953,489,206

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

|Undistributed ordinary income              | $	6,620,609 
|------------------------------------------ | ------------
|Undistributed long-term capital gain       | $	3,874,457 
|Net unrealized appreciation (depreciation) | $	59,139,704

The tax character of distributions paid was as follows:

|                        | October 31, 2012 | October 31, 2011
|----------------------- | ---------------- | ----------------
|Ordinary Income         | $	57,876,838     | $	58,364,548    
|Long-term Capital Gains | 4,909,609        | -               
|Total                   | $	62,786,447     | $	58,364,548    

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.

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 invests in direct debt instruments which are interests in amounts owed to lenders by
corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing
commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired
through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the
agent bank and/or borrower prior to the sale of these loans.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $541,671,736 and $415,468,041, respectively.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly
management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net
assets and an annualized group fee rate that averaged .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%        | $	750,167   | $	26,760       
|Class T | -%               | .25%        | 245,347     | 2,544          
|Class B | .65%             | .25%        | 164,064     | 118,716        
|Class C | .75%             | .25%        | 1,422,195   | 258,326        
|        |                  |             | $	2,581,773 | $	406,346      

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on
Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C
shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

|         | Retained
by FDC
|-------- | ---------------
|Class A  | $	76,364       
|Class T  | 17,102         
|Class B* | 26,311         
|Class C* | 14,335         
|         | $	134,112      

*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

5. 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             | $	471,699   | .16                    
|Class T             | 184,688     | .19                    
|Class B             | 43,012      | .24                    
|Class C             | 230,580     | .16                    
|Institutional Class | 876,739     | .25                    
|                    | $	1,806,718 |                        

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 each month.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for
temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,441 and is reflected in Miscellaneous expenses on the Statement of
Operations. During the period, there were no borrowings on this line of credit.

7. 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

7. Expense Reductions - continued

The following classes were in reimbursement during the period:

|                    | Expense
Limitations | Reimbursement
from adviser
|------------------- | ------------------- | --------------------------
|Class B             | 1.75%               | $	2,399                   
|Institutional Class | .85%                | 89,474                    
|                    |                     | $	91,873                  

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 $501.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

|Years ended October 31,    | 2012         | 2011        
|-------------------------- | ------------ | ------------
|From net investment income |              |             
|Class A                    | $	19,266,751 | $	19,235,107
|Class T                    | 6,321,827    | 7,022,151   
|Class B                    | 1,064,774    | 1,492,154   
|Class C                    | 8,052,744    | 7,761,167   
|Institutional Class        | 23,170,742   | 22,853,969  
|Total                      | $	57,876,838 | $	58,364,548
|From net realized gain     |              |             
|Class A                    | $	1,593,045  | $	-         
|Class T                    | 555,537      | -           
|Class B                    | 113,946      | -           
|Class C                    | 738,893      | -           
|Institutional Class        | 1,908,188    | -           
|Total                      | $	4,909,609  | $	-         

9. Share Transactions.

Transactions for each class of shares were as follows:

|                              | Shares      | Dollars     
|----------------------------- | ----------- | ------------
|Years ended October 31,       | 2012        | 2011        
|Class A                       |             |             
|Shares sold                   | 13,554,378  | 11,035,124  
|Reinvestment of distributions | 1,908,278   | 1,718,199   
|Shares redeemed               | (9,007,277) | (13,690,810)
|Net increase (decrease)       | 6,455,379   | (937,487)   

Annual Report

9. Share Transactions - continued

|                              | Shares       | Dollars     
|----------------------------- | ------------ | ------------
|Years ended October 31,       | 2012         | 2011        
|Class T                       |              |             
|Shares sold                   | 3,062,937    | 2,530,176   
|Reinvestment of distributions | 651,829      | 639,347     
|Shares redeemed               | (2,690,101)  | (6,034,437) 
|Net increase (decrease)       | 1,024,665    | (2,864,914) 
|Class B                       |              |             
|Shares sold                   | 215,184      | 352,305     
|Reinvestment of distributions | 104,068      | 125,332     
|Shares redeemed               | (680,921)    | (1,520,701) 
|Net increase (decrease)       | (361,669)    | (1,043,064) 
|Class C                       |              |             
|Shares sold                   | 6,558,912    | 5,225,007   
|Reinvestment of distributions | 802,942      | 674,321     
|Shares redeemed               | (4,619,238)  | (5,681,693) 
|Net increase (decrease)       | 2,742,616    | 217,635     
|Institutional Class           |              |             
|Shares sold                   | 20,083,074   | 8,753,536   
|Reinvestment of distributions | 2,734,646    | 2,455,769   
|Shares redeemed               | (11,495,654) | (12,403,938)
|Net increase (decrease)       | 11,322,066   | (1,194,633) 

10. 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.

At the end of the period, Strategic Advisors Income Opportunities Fund was the owner of record of 11% of the total outstanding shares of the Fund.

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, 2012, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 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, 2012, by correspondence with the custodians, agent banks and brokers; where replies were not received from agent banks and
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, 2012, the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in
conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 14, 2012

Annual Report

---

# Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, each of the Trustees oversees 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

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

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

|Name, Age; Principal Occupations and Other Relevant Experience+
|---------------------------------------------------------------
|James C. Curvey (77)                                           
|                                                               
|Ronald P. O'Hanley (55)                                        
|                                                               

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

|Name, Age; Principal Occupations and Other Relevant Experience+
|---------------------------------------------------------------
|Dennis J. Dirks (64)                                           
|                                                               
|Alan J. Lacy (59)                                              
|                                                               
|Ned C. Lautenbach (68)                                         
|                                                               
|Joseph Mauriello (68)                                          
|                                                               
|Robert W. Selander (62)                                        
|                                                               
|Cornelia M. Small (68)                                         
|                                                               
|William S. Stavropoulos (73)                                   
|                                                               
|David M. Thomas (63)                                           
|                                                               
|Michael E. Wiley (62)                                          
|                                                               

+	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 Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts
02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82
Devonshire Street, Boston, Massachusetts 02109.

|Name, Age; Principal Occupation
|-------------------------------
|Edward C. Johnson 3d (82)      
|                               
|Peter S. Lynch (68)            
|                               
|David A. Rosow (70)            
|                               
|Garnett A. Smith (65)          
|                               
|Kenneth B. Robins (43)         
|                               
|Brian B. Hogan (48)            
|                               
|Thomas C. Hense (48)           
|                               
|Scott C. Goebel (44)           
|                               
|William C. Coffey (43)         
|                               
|Elizabeth Paige Baumann (44)   
|                               
|Christine Reynolds (54)        
|                               
|Joseph A. Hanlon (44)          
|                               
|Joseph F. Zambello (55)        
|                               
|Adrien E. Deberghes (45)       
|                               
|Stephen Sadoski (41)           
|                               
|Stephanie J. Dorsey (43)       
|                               
|John R. Hebble (54)            
|                               
|Gary W. Ryan (54)              
|                               
|Jonathan Davis (44)            
|                               

Annual Report

---

# Distributions (Unaudited)

The Board of Trustees of Advisor High Income Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

|                    | Pay Date | Record Date | Capital Gains
|------------------- | -------- | ----------- | -------------
|Institutional Class | 12/10/12 | 12/07/12    | $0.094       

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012, $4,091,896, or, if subsequently
determined to be different, the net capital gain of such year.

A total of 0.03% 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 $40,933,148 of distributions paid during the period January 1, 2012 to October 31, 2012, as qualifying to be taxed as
interest-related dividends for nonresident alien shareholders.

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

Annual Report

---

# Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's
Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing
committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject
matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the
services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's
management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by
Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and
(v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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 also considered the fund's
investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of
Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and
whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

Annual Report

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of
compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's
relative investment performance for each class measured over multiple periods against (i) a 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, 2011, 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 (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box
are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class
indicated.

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

Fidelity Advisor High Income Fund

wsd569

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 second quartile for the one-year period and the third quartile for the three- and five-year periods. The Board also noted
that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in
performance 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 the fact that the fund underperformed its benchmark for each period measured. 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 performance of the fund in the
coming year and discuss with FMR if other actions to address performance are appropriate.

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

Annual Report

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The
group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped
Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several
Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing
relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps.
"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 High Income Fund

wsd571

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.

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

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

The Board noted that the total expense ratio of each of Class A and Class B ranked below its competitive median for 2011 and the total expense
ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for 2011. The Board considered that various factors,
including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect
total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1
fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The
Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing
no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which
has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in
transfer agent fees may also cause expenses to vary from class to class.

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. The
Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared
Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in
services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

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

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

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

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

Annual Report

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) the potential to further rationalize
the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio
managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s)
that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential
impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology,
including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use
of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net
redemptions from the Fidelity funds.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

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



(Fidelity Investment logo)(registered trademark)

`AHII-UANN-1212
1.784749.109`



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

Value

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

Annual Report

October 31, 2012(Fidelity Cover Art)

---

# Contents

|Performance                                                         | (Click
Here) | How the fund has done over time.                                                                             
|------------------------------------------------------------------- | ------------ | -------------------------------------------------------------------------------------------------------------
|Management's Discussion of Fund
Performance                         | (Click
Here) | The Portfolio 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. © 2012 FMR LLC. All
rights reserved.

Annual Report



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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

---

# Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend
income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions
or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow. 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, 2012                    | Past 1
year | Past 5
years | Life of
fundA
|------------------------------------------------- | ----------- | ------------ | -------------
|Class A (incl. 5.75% sales charge)                | 8.59%       | -2.77%       | 4.75%        
|Class T (incl. 3.50% sales charge)                | 11.03%      | -2.54%       | 4.77%        
|Class B (incl. contingent deferred sales charge)B | 9.41%       | -2.70%       | 4.83%        
|Class C (incl. contingent deferred sales charge)C | 13.36%      | -2.34%       | 4.66%        

AFrom December 23, 2003.

BClass B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

CClass C shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® 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.

wsd584

Annual Report

---

# Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame bouts of volatility to post strong gains for the year ending October 31, 2012, and extend an uptrend that began
in March 2009. The broad-based S&P 500® Index advanced 15.21% for the 12-month period, while the blue-chip-laden Dow Jones Industrial AverageSM
and technology-heavy Nasdaq Composite® Index rose 12.56% and 12.21%, respectively. Debt problems in Europe, slower growth in China and uncertainty about a U.S. economic recovery put downward pressure on stocks early on and during a turbulent spring. However, beginning in June, stocks
rose on central bank stimulus, steps to repair the eurozone and signs of life in the U.S. housing market. Equity benchmarks hit multiyear highs in
September, with the Dow and the S&P® achieving their best marks since 2007, and the Nasdaq reaching a 12-year high. Stocks retreated in October,
which was marked by disappointing corporate earnings reports and a two-day weather-related closure of the New York Stock Exchange. Among the 10
sectors that comprise the S&P 500®, most posted a double-digit gain, led by telecommunication services (+26%) and health care (+22%), with energy
(+7%) and materials (+7%) lagging the most. Despite lingering eurozone turmoil and weaker local currencies versus the U.S. dollar, foreign developed-markets stocks rose modestly, with the MSCI® EAFE® Index adding 4.76%.

Comments from Matthew Friedman, Lead Portfolio Manager of Fidelity Advisor®Value Fund: For the year, the fund's Class A, Class
T, Class B and Class C shares returned 15.22%, 15.05%, 14.41% and 14.36%, respectively (excluding sales charges), compared with 14.99% for the Russell
Midcap® Value Index. The fund's relative performance was largely driven by favorable stock picking in the materials and utilities sectors. Sempra
Energy in utilities was the fund's top individual contributor, while regional banking firms Wells Fargo and U.S. Bancorp further boosted returns, despite
financials' overall drag on results. Canadian oil and gas entity Nexen and specialty chemicals manufacturer Solutia were among several beneficiaries of
buyout activity. Weak stock picking in the financials sector was the biggest detractor, including stakes in Brazil's Itau Unibanco Holdings and Knight
Capital Group, along with missing out on strong-performing index component Discover Financial Services. Results from the telecommunication
services and information technology sectors also were disappointing, including the biggest individual detractor, Latin American wireless provider NII
Holdings, and personal computer/printer manufacturer Hewlett-Packard. A number of these stocks were not in the index, and I sold some 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, 2012 to October 31,
2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use
the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account
value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class
of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012 | Ending
Account Value
October 31, 2012 | Expenses Paid
During Period*May 1, 2012 to 
October 31, 2012
|------------------- | ------------------------ | ----------------------------------- | ------------------------------------- | ------------------------------------------------------------
|Class A             | 1.25%                    |                                     |                                       |                                                             
|Actual              |                          | $	1,000.00                          | $	1,028.50                            | $	6.37                                                      
|HypotheticalA       |                          | $	1,000.00                          | $	1,018.85                            | $	6.34                                                      
|Class T             | 1.50%                    |                                     |                                       |                                                             
|Actual              |                          | $	1,000.00                          | $	1,028.00                            | $	7.65                                                      
|HypotheticalA       |                          | $	1,000.00                          | $	1,017.60                            | $	7.61                                                      
|Class B             | 2.00%                    |                                     |                                       |                                                             
|Actual              |                          | $	1,000.00                          | $	1,025.00                            | $	10.18                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,015.08                            | $	10.13                                                     
|Class C             | 2.00%                    |                                     |                                       |                                                             
|Actual              |                          | $	1,000.00                          | $	1,025.00                            | $	10.18                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,015.08                            | $	10.13                                                     
|Institutional Class | .99%                     |                                     |                                       |                                                             
|Actual              |                          | $	1,000.00                          | $	1,030.40                            | $	5.05                                                      
|HypotheticalA       |                          | $	1,000.00                          | $	1,020.16                            | $	5.03                                                      

A5% return per year before expenses

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period).

Annual Report

---

# Investment Changes (Unaudited)

|Top Ten Stocks as of October 31, 2012         
|----------------------------------------------
|                                              
|Sempra Energy                                 
|Berkshire Hathaway, Inc. Class B              
|Edison International                          
|Northeast Utilities                           
|U.S. Bancorp                                  
|ITC Holdings Corp.                            
|Wells Fargo & Co.                             
|Ventas, Inc.                                  
|CIT Group, Inc.                               
|AECOM Technology Corp.                        
|                                              
|Top Five Market Sectors as of October 31, 2012
|                                              
|Financials                                    
|Industrials                                   
|Information Technology                        
|Consumer Discretionary                        
|Utilities                                     

|Asset Allocation (% of fund's net assets)
|-----------------------------------------
|As of October 31, 2012*                  
|wsd242                                   
|wsd264                                   
|*Foreign investments                     

wsd590

Annual Report

---

# Investments October 31, 2012

Showing Percentage of Net Assets

|Common Stocks - 97.5%                              
|---------------------------------------------------
|                                                   
|CONSUMER DISCRETIONARY - 10.6%                     
|Auto Components - 1.0%                             
|Delphi Automotive PLC                              
|Tenneco, Inc. (a)                                  
|                                                   
|Automobiles - 0.3%                                 
|Harley-Davidson, Inc.                              
|Diversified Consumer Services - 0.8%               
|Anhanguera Educacional Participacoes SA            
|DeVry, Inc.                                        
|H&R Block, Inc.                                    
|                                                   
|Hotels, Restaurants & Leisure - 0.8%               
|Carnival Corp. unit                                
|Penn National Gaming, Inc. (a)                     
|Sonic Corp. (a)                                    
|                                                   
|Household Durables - 0.9%                          
|Harman International Industries, Inc.              
|Jarden Corp.                                       
|Whirlpool Corp.                                    
|                                                   
|Internet & Catalog Retail - 0.6%                   
|Liberty Media Corp. Interactive Series A (a)       
|Leisure Equipment & Products - 0.2%                
|Brunswick Corp.                                    
|Media - 1.3%                                       
|Cablevision Systems Corp. - NY Group Class A       
|DreamWorks Animation SKG, Inc. Class A (a)         
|Kabel Deutschland Holding AG                       
|Liberty Media Corp. Series A (a)                   
|McGraw-Hill Companies, Inc.                        
|Time Warner, Inc.                                  
|Valassis Communications, Inc. (a)                  
|                                                   
|Multiline Retail - 0.1%                            
|PPR SA                                             
|Specialty Retail - 4.3%                            
|Abercrombie & Fitch Co. Class A                    
|Advance Auto Parts, Inc.                           
|Ascena Retail Group, Inc. (a)                      
|Common Stocks - continued                          
|                                                   
|CONSUMER DISCRETIONARY - continued                 
|Specialty Retail - continued                       
|Bed Bath & Beyond, Inc. (a)                        
|Best Buy Co., Inc.                                 
|Chico's FAS, Inc.                                  
|Express, Inc. (a)                                  
|Guess?, Inc.                                       
|Jos. A. Bank Clothiers, Inc. (a)                   
|Lowe's Companies, Inc.                             
|OfficeMax, Inc.                                    
|Signet Jewelers Ltd.                               
|Staples, Inc.                                      
|WH Smith PLC                                       
|                                                   
|Textiles, Apparel & Luxury Goods - 0.3%            
|Gildan Activewear, Inc.                            
|TOTAL CONSUMER DISCRETIONARY                       
|CONSUMER STAPLES - 5.3%                            
|Beverages - 1.6%                                   
|Britvic PLC                                        
|Cott Corp.                                         
|Dr Pepper Snapple Group, Inc.                      
|Molson Coors Brewing Co. Class B                   
|Treasury Wine Estates Ltd.                         
|                                                   
|Food & Staples Retailing - 0.7%                    
|CVS Caremark Corp.                                 
|Kroger Co.                                         
|Walgreen Co.                                       
|                                                   
|Food Products - 2.1%                               
|Bunge Ltd.                                         
|ConAgra Foods, Inc.                                
|Danone SA                                          
|Dean Foods Co. (a)                                 
|Ingredion, Inc.                                    
|The J.M. Smucker Co.                               
|                                                   
|Common Stocks - continued                          
|                                                   
|CONSUMER STAPLES - continued                       
|Household Products - 0.5%                          
|Reckitt Benckiser Group PLC                        
|Tobacco - 0.4%                                     
|Lorillard, Inc.                                    
|TOTAL CONSUMER STAPLES                             
|ENERGY - 8.7%                                      
|Energy Equipment & Services - 2.9%                 
|Cameron International Corp. (a)                    
|Dresser-Rand Group, Inc. (a)                       
|Fugro NV (Certificaten Van Aandelen) unit          
|Halliburton Co.                                    
|National Oilwell Varco, Inc.                       
|Oil States International, Inc. (a)                 
|Patterson-UTI Energy, Inc.                         
|Rowan Companies PLC (a)                            
|                                                   
|Oil, Gas & Consumable Fuels - 5.8%                 
|Anadarko Petroleum Corp.                           
|BPZ Energy, Inc. (a)                               
|Chesapeake Energy Corp.                            
|Cloud Peak Energy, Inc. (a)                        
|Energen Corp.                                      
|EQT Corp.                                          
|Exxon Mobil Corp.                                  
|HollyFrontier Corp.                                
|Marathon Petroleum Corp.                           
|Noble Energy, Inc.                                 
|Northern Oil & Gas, Inc. (a)(d)                    
|Phillips 66                                        
|The Williams Companies, Inc.                       
|World Fuel Services Corp.                          
|WPX Energy, Inc.                                   
|                                                   
|TOTAL ENERGY                                       
|FINANCIALS - 27.1%                                 
|Capital Markets - 3.4%                             
|Ameriprise Financial, Inc.                         
|Common Stocks - continued                          
|                                                   
|FINANCIALS - continued                             
|Capital Markets - continued                        
|Ashmore Group PLC                                  
|Bank of New York Mellon Corp.                      
|Fortress Investment Group LLC                      
|Goldman Sachs Group, Inc.                          
|Invesco Ltd.                                       
|Morgan Stanley                                     
|State Street Corp.                                 
|TD Ameritrade Holding Corp.                        
|The Blackstone Group LP                            
|                                                   
|Commercial Banks - 4.8%                            
|Bank of Ireland (a)                                
|CIT Group, Inc. (a)                                
|Comerica, Inc.                                     
|DnB NOR ASA                                        
|First Citizen Bancshares, Inc.                     
|Heritage Financial Corp., Washington               
|Itau Unibanco Holdings SA sponsored ADR            
|PNC Financial Services Group, Inc.                 
|U.S. Bancorp                                       
|Wells Fargo & Co.                                  
|                                                   
|Consumer Finance - 1.1%                            
|Capital One Financial Corp.                        
|SLM Corp.                                          
|                                                   
|Diversified Financial Services - 1.6%              
|Deutsche Boerse AG                                 
|JPMorgan Chase & Co.                               
|Moody's Corp.                                      
|The NASDAQ Stock Market, Inc.                      
|                                                   
|Insurance - 8.7%                                   
|AFLAC, Inc.                                        
|Aon PLC                                            
|Berkshire Hathaway, Inc. Class B (a)               
|Brasil Insurance Participacoes e Administracao SA  
|Fairfax Financial Holdings Ltd. (sub. vtg.)        
|First American Financial Corp.                     
|Common Stocks - continued                          
|                                                   
|FINANCIALS - continued                             
|Insurance - continued                              
|Greenlight Capital Re, Ltd. (a)                    
|Hanover Insurance Group, Inc.                      
|Hartford Financial Services Group, Inc.            
|Jardine Lloyd Thompson Group PLC                   
|MetLife, Inc.                                      
|Montpelier Re Holdings Ltd.                        
|Old Republic International Corp.                   
|Progressive Corp.                                  
|Prudential Financial, Inc.                         
|Reinsurance Group of America, Inc.                 
|StanCorp Financial Group, Inc.                     
|The Chubb Corp.                                    
|The Travelers Companies, Inc.                      
|Torchmark Corp.                                    
|Unum Group                                         
|Validus Holdings Ltd.                              
|                                                   
|Real Estate Investment Trusts - 4.4%               
|American Campus Communities, Inc.                  
|American Realty Capital Trust, Inc.                
|American Tower Corp.                               
|Boston Properties, Inc.                            
|Corporate Office Properties Trust (SBI)            
|Douglas Emmett, Inc.                               
|Equity Lifestyle Properties, Inc.                  
|HCP, Inc.                                          
|Health Care REIT, Inc.                             
|MFA Financial, Inc.                                
|Prologis, Inc.                                     
|Public Storage                                     
|SL Green Realty Corp.                              
|Ventas, Inc.                                       
|Weyerhaeuser Co.                                   
|                                                   
|Real Estate Management & Development - 2.7%        
|Brookfield Asset Management, Inc. Class A          
|CBRE Group, Inc. (a)                               
|Forest City Enterprises, Inc. Class A (a)          
|Forestar Group, Inc. (a)                           
|Jones Lang LaSalle, Inc.                           
|Common Stocks - continued                          
|                                                   
|FINANCIALS - continued                             
|Real Estate Management & Development - continued   
|Kennedy-Wilson Holdings, Inc.                      
|                                                   
|Thrifts & Mortgage Finance - 0.4%                  
|People's United Financial, Inc.                    
|TOTAL FINANCIALS                                   
|HEALTH CARE - 6.9%                                 
|Health Care Equipment & Supplies - 2.2%            
|Alere, Inc. (a)                                    
|Boston Scientific Corp. (a)                        
|CareFusion Corp. (a)                               
|Hologic, Inc. (a)                                  
|St. Jude Medical, Inc.                             
|Stryker Corp.                                      
|Teleflex, Inc.                                     
|The Cooper Companies, Inc.                         
|Zimmer Holdings, Inc.                              
|                                                   
|Health Care Providers & Services - 2.9%            
|Brookdale Senior Living, Inc. (a)                  
|CIGNA Corp.                                        
|Emeritus Corp. (a)                                 
|Health Net, Inc. (a)                               
|Humana, Inc.                                       
|McKesson Corp.                                     
|MEDNAX, Inc. (a)                                   
|Quest Diagnostics, Inc.                            
|UnitedHealth Group, Inc.                           
|Universal Health Services, Inc. Class B            
|                                                   
|Health Care Technology - 0.0%                      
|Allscripts Healthcare Solutions, Inc. (a)          
|Life Sciences Tools & Services - 0.5%              
|Life Technologies Corp. (a)                        
|PerkinElmer, Inc.                                  
|                                                   
|Common Stocks - continued                          
|                                                   
|HEALTH CARE - continued                            
|Pharmaceuticals - 1.3%                             
|AVANIR Pharmaceuticals Class A (a)                 
|Elan Corp. PLC sponsored ADR (a)                   
|Endo Pharmaceuticals Holdings, Inc. (a)            
|Forest Laboratories, Inc. (a)                      
|Hospira, Inc. (a)                                  
|Impax Laboratories, Inc. (a)                       
|ViroPharma, Inc. (a)                               
|Warner Chilcott PLC                                
|Watson Pharmaceuticals, Inc. (a)                   
|                                                   
|TOTAL HEALTH CARE                                  
|INDUSTRIALS - 12.4%                                
|Aerospace & Defense - 1.5%                         
|DigitalGlobe, Inc. (a)(d)                          
|Esterline Technologies Corp. (a)                   
|General Dynamics Corp.                             
|Meggitt PLC                                        
|Rockwell Collins, Inc.                             
|Textron, Inc.                                      
|                                                   
|Building Products - 0.8%                           
|Owens Corning (a)                                  
|Commercial Services & Supplies - 2.1%              
|Corrections Corp. of America                       
|Interface, Inc.                                    
|Intrum Justitia AB                                 
|Quad/Graphics, Inc.                                
|Republic Services, Inc.                            
|Sykes Enterprises, Inc. (a)                        
|The Geo Group, Inc.                                
|                                                   
|Construction & Engineering - 1.6%                  
|AECOM Technology Corp. (a)                         
|Foster Wheeler AG (a)                              
|MasTec, Inc. (a)                                   
|                                                   
|Common Stocks - continued                          
|                                                   
|INDUSTRIALS - continued                            
|Electrical Equipment - 0.4%                        
|Hubbell, Inc. Class B                              
|Prysmian SpA                                       
|                                                   
|Industrial Conglomerates - 0.6%                    
|Carlisle Companies, Inc.                           
|Koninklijke Philips Electronics NV                 
|Orkla ASA (A Shares)                               
|                                                   
|Machinery - 3.2%                                   
|Cummins, Inc.                                      
|Fiat Industrial SpA                                
|GEA Group AG                                       
|Harsco Corp.                                       
|Ingersoll-Rand PLC                                 
|ITT Corp.                                          
|Oshkosh Truck Corp. (a)                            
|PACCAR, Inc.                                       
|Parker Hannifin Corp.                              
|Snap-On, Inc.                                      
|Stanley Black & Decker, Inc.                       
|                                                   
|Marine - 0.1%                                      
|Ultrapetrol (Bahamas) Ltd. (a)(d)                  
|Professional Services - 1.2%                       
|FTI Consulting, Inc. (a)                           
|Manpower, Inc.                                     
|Towers Watson & Co.                                
|                                                   
|Road & Rail - 0.5%                                 
|Con-way, Inc.                                      
|Quality Distribution, Inc. (a)                     
|Vitran Corp., Inc. (a)                             
|                                                   
|Common Stocks - continued                          
|                                                   
|INDUSTRIALS - continued                            
|Trading Companies & Distributors - 0.4%            
|AerCap Holdings NV (a)                             
|WESCO International, Inc. (a)                      
|                                                   
|TOTAL INDUSTRIALS                                  
|INFORMATION TECHNOLOGY - 10.6%                     
|Communications Equipment - 0.9%                    
|Cisco Systems, Inc.                                
|Motorola Solutions, Inc.                           
|Polycom, Inc. (a)                                  
|ViaSat, Inc. (a)                                   
|                                                   
|Computers & Peripherals - 0.6%                     
|Electronics for Imaging, Inc. (a)                  
|Hewlett-Packard Co.                                
|Lexmark International, Inc. Class A                
|                                                   
|Electronic Equipment & Components - 2.7%           
|Aeroflex Holding Corp. (a)                         
|Arrow Electronics, Inc. (a)                        
|Benchmark Electronics, Inc. (a)                    
|Corning, Inc.                                      
|Flextronics International Ltd. (a)                 
|Jabil Circuit, Inc.                                
|TE Connectivity Ltd.                               
|TTM Technologies, Inc. (a)                         
|                                                   
|Internet Software & Services - 0.2%                
|Yahoo!, Inc. (a)                                   
|IT Services - 1.5%                                 
|Amdocs Ltd.                                        
|Fidelity National Information Services, Inc.       
|Fiserv, Inc. (a)                                   
|Global Payments, Inc.                              
|Sapient Corp. (a)                                  
|Unisys Corp. (a)                                   
|                                                   
|Common Stocks - continued                          
|                                                   
|INFORMATION TECHNOLOGY - continued                 
|Office Electronics - 0.3%                          
|Xerox Corp.                                        
|Semiconductors & Semiconductor Equipment - 2.5%    
|ASML Holding NV                                    
|Broadcom Corp. Class A                             
|Entegris, Inc. (a)                                 
|Freescale Semiconductor Holdings I Ltd. (a)        
|Intersil Corp. Class A                             
|Marvell Technology Group Ltd.                      
|NXP Semiconductors NV (a)                          
|ON Semiconductor Corp. (a)                         
|PMC-Sierra, Inc. (a)                               
|                                                   
|Software - 1.9%                                    
|Autodesk, Inc. (a)                                 
|BMC Software, Inc. (a)                             
|Check Point Software Technologies Ltd. (a)         
|Comverse Technology, Inc. (a)                      
|Constellation Software, Inc.                       
|Electronic Arts, Inc. (a)                          
|JDA Software Group, Inc. (a)                       
|Oracle Corp.                                       
|Symantec Corp. (a)                                 
|                                                   
|TOTAL INFORMATION TECHNOLOGY                       
|MATERIALS - 6.2%                                   
|Chemicals - 3.2%                                   
|Air Products & Chemicals, Inc.                     
|Albemarle Corp.                                    
|Ashland, Inc.                                      
|Cytec Industries, Inc.                             
|Eastman Chemical Co.                               
|LyondellBasell Industries NV Class A               
|Methanex Corp.                                     
|Mexichem SAB de CV                                 
|W.R. Grace & Co. (a)                               
|Westlake Chemical Corp.                            
|                                                   
|Common Stocks - continued                          
|                                                   
|MATERIALS - continued                              
|Containers & Packaging - 1.4%                      
|Ball Corp.                                         
|Rock-Tenn Co. Class A                              
|Sonoco Products Co.                                
|                                                   
|Metals & Mining - 1.6%                             
|Coeur d'Alene Mines Corp. (a)                      
|First Quantum Minerals Ltd.                        
|Gem Diamonds Ltd. (a)                              
|Reliance Steel & Aluminum Co.                      
|SunCoke Energy, Inc. (a)                           
|                                                   
|TOTAL MATERIALS                                    
|TELECOMMUNICATION SERVICES - 0.8%                  
|Diversified Telecommunication Services - 0.2%      
|CenturyLink, Inc.                                  
|Frontier Communications Corp. (d)                  
|                                                   
|Wireless Telecommunication Services - 0.6%         
|NII Holdings, Inc. (a)                             
|Sprint Nextel Corp. (a)                            
|                                                   
|TOTAL TELECOMMUNICATION SERVICES                   
|UTILITIES - 8.9%                                   
|Electric Utilities - 5.5%                          
|Edison International                               
|ITC Holdings Corp.                                 
|NextEra Energy, Inc.                               
|Northeast Utilities                                
|OGE Energy Corp.                                   
|Pinnacle West Capital Corp.                        
|PNM Resources, Inc.                                
|                                                   
|Gas Utilities - 0.3%                               
|ONEOK, Inc.                                        
|Common Stocks - continued                          
|                                                   
|UTILITIES - continued                              
|Independent Power Producers & Energy Traders - 1.0%
|Calpine Corp. (a)                                  
|The AES Corp.                                      
|                                                   
|Multi-Utilities - 2.1%                             
|PG&E Corp.                                         
|Sempra Energy                                      
|                                                   
|TOTAL UTILITIES                                    
|TOTAL COMMON STOCKS
(Cost $54,704,541)             

|U.S. Treasury Obligations - 0.1%                                               
|-------------------------------------------------------------------------------
|                                                                               
|U.S. Treasury Bills, yield at date of purchase 0.1% 11/23/12 (e)
(Cost $39,997)

|Money Market Funds - 3.3%                                  
|-----------------------------------------------------------
|                                                           
|Fidelity Cash Central Fund, 0.19% (b)                      
|Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)
|TOTAL MONEY MARKET FUNDS
(Cost $1,854,344)                 
|TOTAL INVESTMENT PORTFOLIO - 100.9%
(Cost $56,598,882)     
|NET OTHER ASSETS (LIABILITIES) - (0.9)%                    
|NET ASSETS - 100%                                          

|Futures Contracts                          
|-------------------------------------------
|                                           
|Purchased                                  
|Equity Index Contracts                     
|8 CME E-mini S&P MidCap 400 Index Contracts

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The face value of futures purchased as a percentage of net assets is 1.4%                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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 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 $37,998.                                                                                                                                                                                                                                                                                                                                                    
|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                    | $	2,162      
|Fidelity Securities Lending Cash Central Fund | 9,008        
|Total                                         | $	11,170     

|Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or
methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation
inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial
Statements.

|Valuation Inputs at Reporting Date:              
|-------------------------------------------------
|Description                                      
|Investments in Securities:                       
|Equities:                                        
|Consumer Discretionary                           
|Consumer Staples                                 
|Energy                                           
|Financials                                       
|Health Care                                      
|Industrials                                      
|Information Technology                           
|Materials                                        
|Telecommunication Services                       
|Utilities                                        
|U.S. Government and Government Agency
Obligations
|Money Market Funds                               
|Total Investments in Securities:                 
|Derivative Instruments:                          
|Assets                                           
|Futures Contracts                                

|Value of Derivative Instruments                                                                                                                                                                                                                                                            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2012. For additional information on
derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

|Primary Risk Exposure /Derivative Type | Value  
|-------------------------------------- | -------
|                                       | Asset  
|Equity Risk                            |        
|Futures Contracts (a)                  | $	5,596
|Total Value of Derivatives             | $	5,596

|(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 or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)                                                                                         

|United States of America           | 83.7% 
|---------------------------------- | ------
|Bermuda                            | 2.7%  
|United Kingdom                     | 2.5%  
|Canada                             | 2.1%  
|Netherlands                        | 1.5%  
|Brazil                             | 1.1%  
|Others (Individually Less Than 1%) | 6.4%  
|                                   | 100.0%

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

Annual Report

---

# Financial Statements

## Statement of Assets and Liabilities

|                                                                                                                                                  | October 31, 2012
|------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                                                  |                 
|Assets                                                                                                                                            |                 
|Investment in securities, at value (including securities loaned of $228,835) - See
accompanying schedule:
Unaffiliated issuers (cost $54,744,538) | $	55,028,516    
|Fidelity Central Funds (cost $1,854,344)                                                                                                          | 1,854,344       
|Total Investments (cost $56,598,882)                                                                                                              |                 
|Cash                                                                                                                                              |                 
|Foreign currency held at value (cost $5)                                                                                                          |                 
|Receivable for investments sold                                                                                                                   |                 
|Receivable for fund shares sold                                                                                                                   |                 
|Dividends receivable                                                                                                                              |                 
|Distributions receivable from Fidelity Central Funds                                                                                              |                 
|Receivable for daily variation margin on futures contracts                                                                                        |                 
|Other receivables                                                                                                                                 |                 
|Total assets                                                                                                                                      |                 
|                                                                                                                                                  |                 
|Liabilities                                                                                                                                       |                 
|Payable for investments purchased                                                                                                                 | $	380,092       
|Payable for fund shares redeemed                                                                                                                  | 441,311         
|Accrued management fee                                                                                                                            | 25,470          
|Distribution and service plan fees payable                                                                                                        | 21,260          
|Other affiliated payables                                                                                                                         | 15,731          
|Other payables and accrued expenses                                                                                                               | 60,466          
|Collateral on securities loaned, at value                                                                                                         | 223,950         
|Total liabilities                                                                                                                                 |                 
|                                                                                                                                                  |                 
|Net Assets                                                                                                                                        |                 
|Net Assets consist of:                                                                                                                            |                 
|Paid in capital                                                                                                                                   |                 
|Undistributed net investment income                                                                                                               |                 
|Accumulated undistributed net realized gain (loss) on investments and foreign currency
transactions                                               |                 
|Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign
currencies                                        |                 
|Net Assets                                                                                                                                        |                 

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

Annual Report

Financial Statements - continued

## Statement of Assets and Liabilities - continued

|                                                                                                                              | October 31, 2012
|----------------------------------------------------------------------------------------------------------------------------- | ----------------
|Calculation of Maximum Offering Price
Class A:
Net Asset Valueand redemption price per share ($27,816,693 ÷ 1,975,089 shares) |                 
|                                                                                                                              |                 
|Maximum offering price per share (100/94.25 of $14.08)                                                                        |                 
|Class T:
Net Asset Value and redemption price per share ($12,727,384 ÷ 912,624 shares)                                        |                 
|                                                                                                                              |                 
|Maximum offering price per share (100/96.50 of $13.95)                                                                        |                 
|Class B:
Net Asset Value and offering price per share ($2,479,648 ÷ 183,127 shares)A                                          |                 
|                                                                                                                              |                 
|Class C:
Net Asset Value and offering price per share ($9,283,293 ÷ 686,995 shares)A                                          |                 
|                                                                                                                              |                 
|                                                                                                                              |                 
|Institutional Class:
Net Asset Value, offering price and redemption price per share ($4,080,159 ÷ 286,967 shares)             |                 

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

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

Annual Report

## Statement of Operations

|                                                                               | Year ended October 31, 2012
|------------------------------------------------------------------------------ | ---------------------------
|                                                                               |                            
|Investment Income                                                              |                            
|Dividends                                                                      |                            
|Interest                                                                       |                            
|Income from Fidelity Central Funds                                             |                            
|Total income                                                                   |                            
|                                                                               |                            
|Expenses                                                                       |                            
|Management fee
Basic fee                                                       | $	322,065                  
|Performance adjustment                                                         | (77,345)                   
|Transfer agent fees                                                            | 169,673                    
|Distribution and service plan fees                                             | 258,144                    
|Accounting and security lending fees                                           | 22,479                     
|Custodian fees and expenses                                                    | 81,012                     
|Independent trustees' compensation                                             | 381                        
|Registration fees                                                              | 54,601                     
|Audit                                                                          | 60,010                     
|Legal                                                                          | 216                        
|Miscellaneous                                                                  | 542                        
|Total expenses before reductions                                               | 891,778                    
|Expense reductions                                                             | (59,837)                   
|Net investment income (loss)                                                   |                            
|Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:               |                            
|Investment securities:                                                         |                            
|Unaffiliated issuers                                                           | 1,521,274                  
|Investment not meeting investment restrictions                                 | 317                        
|Foreign currency transactions                                                  | (4,182)                    
|Futures contracts                                                              | (64,207)                   
|Total net realized gain (loss)                                                 |                            
|Change in net unrealized appreciation (depreciation) on:
Investment securities | 6,363,552                  
|Assets and liabilities in foreign currencies                                   | (162)                      
|Futures contracts                                                              | 28,808                     
|Total change in net unrealized appreciation (depreciation)                     |                            
|Net gain (loss)                                                                |                            
|Netincrease (decrease) in net assets resulting from operations                 |                            

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

Annual Report

Financial Statements - continued

## Statement of Changes in Net Assets

|                                                                                              | Year ended
October 31,
2012 | Year ended
October 31,
2011
|--------------------------------------------------------------------------------------------- | --------------------------- | ---------------------------
|Increase (Decrease) in Net Assets                                                             |                             |                            
|Operations                                                                                    |                             |                            
|Net investment income (loss)                                                                  | $	179,499                   | $	12,960                   
|Net realized gain (loss)                                                                      | 1,453,202                   | 7,946,487                  
|Change in net unrealized appreciation (depreciation)                                          | 6,392,198                   | (5,717,956)                
|Netincrease (decrease) in net assets resulting
from operations                                | 8,024,899                   | 2,241,491                  
|Distributions to shareholders from net investment income                                      | (122,126)                   | (289,887)                  
|Distributions to shareholders from net realized gain                                          | -                           | (44,687)                   
|Total distributions                                                                           | (122,126)                   | (334,574)                  
|Share transactions - net increase (decrease)                                                  | (11,342,588)                | (18,287,973)               
|Total increase (decrease) in net assets                                                       | (3,439,815)                 | (16,381,056)               
|                                                                                              |                             |                            
|Net Assets                                                                                    |                             |                            
|Beginning of period                                                                           | 59,826,992                  | 76,208,048                 
|End of period (including undistributed net investment income of $58,448 and $0,
respectively) | $	56,387,177                | $	59,826,992               

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

Annual Report

## Financial Highlights - Class A

|Years ended October 31,                  | 2012     | 2011     | 2010     | 2009     | 2008    
|---------------------------------------- | -------- | -------- | -------- | -------- | --------
|Selected Per-Share Data                  |          |          |          |          |         
|Net asset value, beginning of period     | $	12.25  | $	12.12  | $	9.81   | $	8.33   | $	16.55 
|Income from Investment Operations        |          |          |          |          |         
|Net investment income (loss) C           | .07      | .03      | .06 F    | .06      | .08     
|Net realized and unrealized gain (loss)  | 1.79     | .17      | 2.29     | 1.46     | (7.33)  
|Total from investment operations         | 1.86     | .20      | 2.35     | 1.52     | (7.25)  
|Distributions from net investment income | (.03)    | (.06)    | (.03)    | (.04)    | -       
|Distributions from net realized gain     | -        | (.01)    | (.01)    | -        | (.97)   
|Total distributions                      | (.03)    | (.07)    | (.04)    | (.04)    | (.97)   
|Net asset value, end of period           | $	14.08  | $	12.25  | $	12.12  | $	9.81   | $	8.33  
|Total Return A,B                         | 15.22%   | 1.65%    | 23.99%   | 18.41%   | (46.38)%
|Ratios to Average Net Assets D,G         |          |          |          |          |         
|Expenses before reductions               | 1.35%    | 1.29%    | 1.33%    | 1.36%    | 1.34%   
|Expenses net of fee waivers, if any      | 1.25%    | 1.25%    | 1.25%    | 1.25%    | 1.25%   
|Expenses net of all reductions           | 1.25%    | 1.24%    | 1.24%    | 1.25%    | 1.25%   
|Net investment income (loss)             | .51%     | .21%     | .51% F   | .76%     | .65%    
|Supplemental Data                        |          |          |          |          |         
|Net assets, end of period (000 omitted)  | $	27,817 | $	29,635 | $	37,972 | $	40,404 | $	39,288
|Portfolio turnover rate E                | 77%      | 96%      | 152%     | 58%      | 49%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .13%.

GExpense 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,                  | 2012     | 2011     | 2010     | 2009     | 2008    
|---------------------------------------- | -------- | -------- | -------- | -------- | --------
|Selected Per-Share Data                  |          |          |          |          |         
|Net asset value, beginning of period     | $	12.15  | $	12.03  | $	9.74   | $	8.29   | $	16.47 
|Income from Investment Operations        |          |          |          |          |         
|Net investment income (loss) C           | .03      | (.01)    | .03 F    | .04      | .05     
|Net realized and unrealized gain (loss)  | 1.80     | .17      | 2.27     | 1.45     | (7.30)  
|Total from investment operations         | 1.83     | .16      | 2.30     | 1.49     | (7.25)  
|Distributions from net investment income | (.03)    | (.04)    | (.01)    | (.04)    | -       
|Distributions from net realized gain     | -        | (.01)    | (.01)    | -        | (.93)   
|Total distributions                      | (.03)    | (.04) H  | (.01) I  | (.04)    | (.93)   
|Net asset value, end of period           | $	13.95  | $	12.15  | $	12.03  | $	9.74   | $	8.29  
|Total Return A,B                         | 15.05%   | 1.35%    | 23.66%   | 18.09%   | (46.50)%
|Ratios to Average Net Assets D,G         |          |          |          |          |         
|Expenses before reductions               | 1.61%    | 1.56%    | 1.59%    | 1.62%    | 1.59%   
|Expenses net of fee waivers, if any      | 1.50%    | 1.50%    | 1.50%    | 1.50%    | 1.50%   
|Expenses net of all reductions           | 1.50%    | 1.49%    | 1.49%    | 1.50%    | 1.50%   
|Net investment income (loss)             | .26%     | (.04)%   | .26% F   | .51%     | .40%    
|Supplemental Data                        |          |          |          |          |         
|Net assets, end of period (000 omitted)  | $	12,727 | $	12,866 | $	17,908 | $	19,978 | $	22,523
|Portfolio turnover rate E                | 77%      | 96%      | 152%     | 58%      | 49%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.12)%.

GExpense 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.

HTotal distributions of $.04 per share is comprised of distributions from net investment income of $.035 and distributions from net realized gain of $.009 per share.

ITotal 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,                  | 2012    | 2011    | 2010     | 2009    | 2008    
|---------------------------------------- | ------- | ------- | -------- | ------- | --------
|Selected Per-Share Data                  |         |         |          |         |         
|Net asset value, beginning of period     | $	11.85 | $	11.75 | $	9.54   | $	8.16  | $	16.30 
|Income from Investment Operations        |         |         |          |         |         
|Net investment income (loss) C           | (.03)   | (.07)   | (.03) F  | - H     | (.01)   
|Net realized and unrealized gain (loss)  | 1.74    | .17     | 2.24     | 1.41    | (7.20)  
|Total from investment operations         | 1.71    | .10     | 2.21     | 1.41    | (7.21)  
|Distributions from net investment income | (.02)   | -       | -        | (.03)   | -       
|Distributions from net realized gain     | -       | -       | -        | -       | (.93)   
|Total distributions                      | (.02)   | -       | -        | (.03)   | (.93)   
|Net asset value, end of period           | $	13.54 | $	11.85 | $	11.75  | $	9.54  | $	8.16  
|Total Return A,B                         | 14.41%  | .85%    | 23.17%   | 17.43%  | (46.75)%
|Ratios to Average Net Assets D,G         |         |         |          |         |         
|Expenses before reductions               | 2.13%   | 2.05%   | 2.08%    | 2.12%   | 2.10%   
|Expenses net of fee waivers, if any      | 2.00%   | 2.00%   | 2.00%    | 2.00%   | 2.00%   
|Expenses net of all reductions           | 2.00%   | 1.99%   | 1.99%    | 2.00%   | 2.00%   
|Net investment income (loss)             | (.24)%  | (.54)%  | (.24)% F | .01%    | (.10)%  
|Supplemental Data                        |         |         |          |         |         
|Net assets, end of period (000 omitted)  | $	2,480 | $	3,482 | $	4,937  | $	4,828 | $	5,919 
|Portfolio turnover rate E                | 77%     | 96%     | 152%     | 58%     | 49%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.62)%.

GExpense 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.

HAmount 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,                  | 2012    | 2011    | 2010     | 2009    | 2008    
|---------------------------------------- | ------- | ------- | -------- | ------- | --------
|Selected Per-Share Data                  |         |         |          |         |         
|Net asset value, beginning of period     | $	11.83 | $	11.73 | $	9.53   | $	8.14  | $	16.27 
|Income from Investment Operations        |         |         |          |         |         
|Net investment income (loss) C           | (.03)   | (.07)   | (.03) F  | - H     | (.01)   
|Net realized and unrealized gain (loss)  | 1.73    | .17     | 2.23     | 1.42    | (7.19)  
|Total from investment operations         | 1.70    | .10     | 2.20     | 1.42    | (7.20)  
|Distributions from net investment income | (.02)   | -       | -        | (.03)   | -       
|Distributions from net realized gain     | -       | -       | -        | -       | (.93)   
|Total distributions                      | (.02)   | -       | -        | (.03)   | (.93)   
|Net asset value, end of period           | $	13.51 | $	11.83 | $	11.73  | $	9.53  | $	8.14  
|Total Return A,B                         | 14.36%  | .85%    | 23.08%   | 17.60%  | (46.78)%
|Ratios to Average Net Assets D,G         |         |         |          |         |         
|Expenses before reductions               | 2.10%   | 2.04%   | 2.08%    | 2.11%   | 2.09%   
|Expenses net of fee waivers, if any      | 2.00%   | 2.00%   | 2.00%    | 2.00%   | 2.00%   
|Expenses net of all reductions           | 1.99%   | 1.99%   | 1.99%    | 2.00%   | 2.00%   
|Net investment income (loss)             | (.24)%  | (.54)%  | (.24)% F | .01%    | (.10)%  
|Supplemental Data                        |         |         |          |         |         
|Net assets, end of period (000 omitted)  | $	9,283 | $	8,976 | $	9,497  | $	9,692 | $	10,418
|Portfolio turnover rate E                | 77%     | 96%     | 152%     | 58%     | 49%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.62)%.

GExpense 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.

HAmount 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,                  | 2012    | 2011    | 2010    | 2009    | 2008    
|---------------------------------------- | ------- | ------- | ------- | ------- | --------
|Selected Per-Share Data                  |         |         |         |         |         
|Net asset value, beginning of period     | $	12.34 | $	12.21 | $	9.88  | $	8.37  | $	16.65 
|Income from Investment Operations        |         |         |         |         |         
|Net investment income (loss) B           | .10     | .06     | .09 E   | .08     | .12     
|Net realized and unrealized gain (loss)  | 1.81    | .18     | 2.31    | 1.47    | (7.38)  
|Total from investment operations         | 1.91    | .24     | 2.40    | 1.55    | (7.26)  
|Distributions from net investment income | (.03)   | (.10)   | (.06)   | (.04)   | -       
|Distributions from net realized gain     | -       | (.01)   | (.01)   | -       | (1.02)  
|Total distributions                      | (.03)   | (.11)   | (.07)   | (.04)   | (1.02)  
|Net asset value, end of period           | $	14.22 | $	12.34 | $	12.21 | $	9.88  | $	8.37  
|Total Return A                           | 15.56%  | 1.93%   | 24.36%  | 18.74%  | (46.27)%
|Ratios to Average Net Assets C,F         |         |         |         |         |         
|Expenses before reductions               | .99%    | .97%    | 1.03%   | 1.16%   | 1.09%   
|Expenses net of fee waivers, if any      | .99%    | .97%    | 1.00%   | 1.00%   | 1.00%   
|Expenses net of all reductions           | .99%    | .96%    | .99%    | 1.00%   | 1.00%   
|Net investment income (loss)             | .76%    | .49%    | .76% E  | 1.01%   | .90%    
|Supplemental Data                        |         |         |         |         |         
|Net assets, end of period (000 omitted)  | $	4,080 | $	4,869 | $	5,894 | $	5,230 | $	13,229
|Portfolio turnover rate D                | 77%     | 96%     | 152%    | 58%     | 49%     

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

BCalculated based on average shares outstanding during the period.

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

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

EInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .38%.

FExpense 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, 2012

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

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts
managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity
Central Funds held as of period end, 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of
the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation.Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation
policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing
vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be
fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors
used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality.
The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees
the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or
official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as
Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted
bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities,
when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are
categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who
make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers
yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2
in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which
consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be
Level 3 depending on the circumstances.

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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

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

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

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities.
Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately. other than investments, which are
held at period end.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders- continued

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 futures transactions, foreign currency transactions, passive foreign investment companies (PFIC),
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                                                  | $	5,205,934 
|------------------------------------------------------------------------------ | ------------
|Gross unrealized depreciation                                                  | (5,285,947) 
|Net unrealized appreciation (depreciation) on securities and other investments | $	(80,013)  
|                                                                               |             
|Tax Cost                                                                       | $	56,962,873

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

|Undistributed ordinary income              | $	58,448      
|------------------------------------------ | --------------
|Capital loss carryforward                  | $	(30,037,482)
|Net unrealized appreciation (depreciation) | $	(80,014)    

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.
Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in
taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that
expire. Capital loss carryforwards were as follows:

|Fiscal year of expiration |               
|------------------------- | --------------
|2017                      | $	(30,037,482)

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders- continued

The tax character of distributions paid was as follows:

|                | October 31, 2012 | October 31, 2011
|--------------- | ---------------- | ----------------
|Ordinary Income | $	122,126        | $	334,574       

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

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified instrument based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party
to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving
derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not
achieve its objectives.

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

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

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 close out 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. Counterparty credit risk related to exchange-traded futures contracts is minimal
because of the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in
excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may
be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts.A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a
specified future date. The Fund used futures contracts to manage its exposure to the stock market.

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

Any open futures contracts at period end are shown in the Schedule of Investments under the caption "Futures Contracts." The underlying face
amount at value 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.

During the period the Fund recognized net realized gain (loss) of ($64,207) and a change in net unrealized appreciation (depreciation) of $28,808
related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $43,394,378 and $53,793,808, respectively.

Annual Report

Notes to Financial Statements - continued

5. Purchases and Sales of Investments - continued

The Fund realized a gain on the sale of an investment not meeting the investment restrictions of the Fund.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly
management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net
assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the
mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management
decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets
over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annual management fee
rate, including the performance adjustment, was .42% 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%        | $	71,699   | $	600          
|Class T | .25%             | .25%        | 63,792     | 321            
|Class B | .75%             | .25%        | 30,398     | 23,003         
|Class C | .75%             | .25%        | 92,255     | 10,948         
|        |                  |             | $	258,144  | $	34,872       

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

|         | Retained
by FDC
|-------- | ---------------
|Class A  | $	4,757        
|Class T  | 1,388          
|Class B* | 2,423          
|Class C* | 2,480          
|         | $	11,048       

*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             | $	85,114  | .30                    
|Class T             | 39,476    | .31                    
|Class B             | 9,192     | .30                    
|Class C             | 27,952    | .30                    
|Institutional Class | 7,939     | .20                    
|                    | $	169,673 |                        

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

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 $1,333 for the period.

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for
temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $159 and is reflected in Miscellaneous expenses on the Statement of
Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending
agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the
Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash)
against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the
period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash
collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period
end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security
lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated
with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of
Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $9,008, including
$70 from securities loaned to FCM.

9. 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

9. Expense Reductions - continued

The following classes were in reimbursement during the period:

|                    | Expense
Limitations | Reimbursement
from adviser
|------------------- | ------------------- | --------------------------
|                    |                     |                           
|Class A             | 1.25%               | $	29,627                  
|Class T             | 1.50%               | 13,911                    
|Class B             | 2.00%               | 3,769                     
|Class C             | 2.00%               | 9,490                     
|Institutional Class | 1.00%               | -                         
|                    |                     | $	56,797                  

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 $3,040 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

|Years ended October 31,    | 2012      | 2011     
|-------------------------- | --------- | ---------
|From net investment income |           |          
|Class A                    | $	69,035  | $	196,655
|Class T                    | 25,805    | 51,708   
|Class B                    | 4,214     | -        
|Class C                    | 12,072    | -        
|Institutional Class        | 11,000    | 41,524   
|Total                      | $	122,126 | $	289,887
|From net realized gain     |           |          
|Class A                    | $	-       | $	27,654 
|Class T                    | -         | 13,296   
|Institutional Class        | -         | 3,737    
|Total                      | $	-       | $	44,687 

Annual Report

Notes to Financial Statements - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

|                              | Shares    | Dollars    
|----------------------------- | --------- | -----------
|Years ended October 31,       | 2012      | 2011       
|Class A                       |           |            
|Shares sold                   | 329,571   | 613,471    
|Reinvestment of distributions | 5,253     | 16,302     
|Shares redeemed               | (779,891) | (1,341,779)
|Net increase (decrease)       | (445,067) | (712,006)  
|Class T                       |           |            
|Shares sold                   | 107,994   | 181,108    
|Reinvestment of distributions | 2,094     | 4,996      
|Shares redeemed               | (256,225) | (615,490)  
|Net increase (decrease)       | (146,137) | (429,386)  
|Class B                       |           |            
|Shares sold                   | 427       | 3,500      
|Reinvestment of distributions | 305       | -          
|Shares redeemed               | (111,455) | (129,806)  
|Net increase (decrease)       | (110,723) | (126,306)  
|Class C                       |           |            
|Shares sold                   | 97,754    | 157,350    
|Reinvestment of distributions | 933       | -          
|Shares redeemed               | (170,741) | (208,070)  
|Net increase (decrease)       | (72,054)  | (50,720)   
|Institutional Class           |           |            
|Shares sold                   | 29,145    | 88,576     
|Reinvestment of distributions | 651       | 2,589      
|Shares redeemed               | (137,550) | (179,165)  
|Net increase (decrease)       | (107,754) | (88,000)   

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 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, 2012, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 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, 2012, 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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the
two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 14, 2012

Annual Report

---

# Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, each of the Trustees oversees 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey 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. In addition, the Independent Trustees have worked with FMR to enhance
the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not
limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio
management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management
program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further
under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

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

|Name, Age; Principal Occupations and Other Relevant Experience+
|---------------------------------------------------------------
|James C. Curvey (77)                                           
|                                                               
|Ronald P. O'Hanley (55)                                        
|                                                               

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

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

Annual Report

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 (64)                                           
|                                                               
|Alan J. Lacy (59)                                              
|                                                               
|Ned C. Lautenbach (68)                                         
|                                                               
|Joseph Mauriello (68)                                          
|                                                               
|Robert W. Selander (62)                                        
|                                                               
|Cornelia M. Small (68)                                         
|                                                               
|William S. Stavropoulos (73)                                   
|                                                               
|David M. Thomas (63)                                           
|                                                               
|Michael E. Wiley (62)                                          
|                                                               

+	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 Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts
02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82
Devonshire Street, Boston, Massachusetts 02109.

|Name, Age; Principal Occupation
|-------------------------------
|Edward C. Johnson 3d (82)      
|                               
|Peter S. Lynch (68)            
|                               
|David A. Rosow (70)            
|                               
|Garnett A. Smith (65)          
|                               
|Kenneth B. Robins (43)         
|                               
|Brian B. Hogan (48)            
|                               
|Thomas C. Hense (48)           
|                               
|Scott C. Goebel (44)           
|                               
|William C. Coffey (43)         
|                               
|Elizabeth Paige Baumann (44)   
|                               
|Christine Reynolds (54)        
|                               
|Joseph A. Hanlon (44)          
|                               
|Joseph F. Zambello (55)        
|                               
|Adrien E. Deberghes (45)       
|                               
|Name, Age; Principal Occupation
|Stephen Sadoski (41)           
|                               
|Stephanie J. Dorsey (43)       
|                               
|John R. Hebble (54)            
|                               
|Gary W. Ryan (54)              
|                               
|Jonathan Davis (44)            
|                               

Annual Report

---

# Distributions (Unaudited)

Class A designates 100%, Class T designates 100%, Class B designates 100%, and Class C designates 100% of the dividends distributed in December 2011, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A designates 100%, Class T designates 100%, Class B designates 100%, and Class C designates 100% of the dividends distributed in December 2011, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under
section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's
Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing
committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject
matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the
services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's
management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by
Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v)
whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of
compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's
relative investment performance for each class measured over multiple periods against (i) a 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, 2011, 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 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 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 (top of box) and the 75th percentile return (bottom of box) of
the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage
beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Advisor Value Fund

wsd592

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 fourth quartile for the one- and five-year periods and the second quartile for the three-year period. 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 the fact that the fund underperformed its benchmark for each period measured. 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 performance of the fund in the
coming year and discuss with FMR if other actions to address performance are appropriate.

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

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

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

wsd594

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.
The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the
performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance
charts above.

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

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

The Board noted that the total expense ratio of each of Class A, Class B, and Institutional Class ranked below its competitive median for 2011 and
the total expense ratio of each of Class T and Class C ranked above its competitive median for 2011. The Board considered that various factors,
including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect
total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1
fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The
Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing
no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which
has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in
transfer agent fees may also cause expenses to vary from class to class.

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. The
Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared
Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in
services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

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

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

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

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

Annual Report

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory
Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize
the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio
managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s)
that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential
impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology,
including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use
of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net
redemptions from the Fidelity funds.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

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



(Fidelity Investment logo)(registered trademark)

`FAV-UANN-1212
1.809012.108`



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

Value

Fund - Institutional Class

Annual Report

October 31, 2012(Fidelity Cover Art)

---

# Contents

|Performance                                                         | (Click
Here) | How the fund has done over time.                                                                             
|------------------------------------------------------------------- | ------------ | -------------------------------------------------------------------------------------------------------------
|Management's Discussion of Fund
Performance                         | (Click
Here) | The Portfolio 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. © 2012 FMR LLC. All
rights reserved.

Annual Report



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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

---

# Performance: The Bottom Line

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

Average Annual Total Returns

|Periods ended October 31, 2012 | Past 1
year | Past 5
years | Life of
fundA
|------------------------------ | ----------- | ------------ | -------------
|Institutional Class            | 15.56%      | -1.35%       | 5.73%        

AFrom December 23, 2003.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® 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.

wsd607

Annual Report

---

# Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame bouts of volatility to post strong gains for the year ending October 31, 2012, and extend an uptrend that began
in March 2009. The broad-based S&P 500® Index advanced 15.21% for the 12-month period, while the blue-chip-laden Dow Jones Industrial AverageSM
and technology-heavy Nasdaq Composite® Index rose 12.56% and 12.21%, respectively. Debt problems in Europe, slower growth in China and uncertainty about a U.S. economic recovery put downward pressure on stocks early on and during a turbulent spring. However, beginning in June, stocks
rose on central bank stimulus, steps to repair the eurozone and signs of life in the U.S. housing market. Equity benchmarks hit multiyear highs in
September, with the Dow and the S&P® achieving their best marks since 2007, and the Nasdaq reaching a 12-year high. Stocks retreated in October,
which was marked by disappointing corporate earnings reports and a two-day weather-related closure of the New York Stock Exchange. Among the 10
sectors that comprise the S&P 500®, most posted a double-digit gain, led by telecommunication services (+26%) and health care (+22%), with energy
(+7%) and materials (+7%) lagging the most. Despite lingering eurozone turmoil and weaker local currencies versus the U.S. dollar, foreign developed-markets stocks rose modestly, with the MSCI® EAFE® Index adding 4.76%.

Comments from Matthew Friedman, Lead Portfolio Manager of Fidelity Advisor®Value Fund:For the year ending October 31, 2012,
the fund's Institutional Class shares returned 15.56%, compared with 14.99% for the Russell Midcap® Value Index. The fund's relative performance was
largely driven by favorable stock picking in the materials and utilities sectors. Sempra Energy in utilities was the fund's top individual contributor,
while regional banking firms Wells Fargo and U.S. Bancorp further boosted returns, despite financials' overall drag on results. Canadian oil and gas
entity Nexen and specialty chemicals manufacturer Solutia were among several beneficiaries of buyout activity. Weak stock picking in the financials
sector was the biggest detractor versus the index, including stakes in Brazil's Itau Unibanco Holdings and Knight Capital Group, along with missing out
on strong-performing index component Discover Financial Services. Results from the telecommunication services and information technology sectors
also were disappointing, including the biggest individual detractor, Latin American wireless provider NII Holdings, and personal computer/printer
manufacturer Hewlett-Packard. A number of these stocks were not in the index, and I sold some 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, 2012 to October 31,
2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use
the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account
value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class
of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012 | Ending
Account Value
October 31, 2012 | Expenses Paid
During Period*May 1, 2012 to 
October 31, 2012
|------------------- | ------------------------ | ----------------------------------- | ------------------------------------- | ------------------------------------------------------------
|Class A             | 1.25%                    |                                     |                                       |                                                             
|Actual              |                          | $	1,000.00                          | $	1,028.50                            | $	6.37                                                      
|HypotheticalA       |                          | $	1,000.00                          | $	1,018.85                            | $	6.34                                                      
|Class T             | 1.50%                    |                                     |                                       |                                                             
|Actual              |                          | $	1,000.00                          | $	1,028.00                            | $	7.65                                                      
|HypotheticalA       |                          | $	1,000.00                          | $	1,017.60                            | $	7.61                                                      
|Class B             | 2.00%                    |                                     |                                       |                                                             
|Actual              |                          | $	1,000.00                          | $	1,025.00                            | $	10.18                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,015.08                            | $	10.13                                                     
|Class C             | 2.00%                    |                                     |                                       |                                                             
|Actual              |                          | $	1,000.00                          | $	1,025.00                            | $	10.18                                                     
|HypotheticalA       |                          | $	1,000.00                          | $	1,015.08                            | $	10.13                                                     
|Institutional Class | .99%                     |                                     |                                       |                                                             
|Actual              |                          | $	1,000.00                          | $	1,030.40                            | $	5.05                                                      
|HypotheticalA       |                          | $	1,000.00                          | $	1,020.16                            | $	5.03                                                      

A5% return per year before expenses

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period).

Annual Report

---

# Investment Changes (Unaudited)

|Top Ten Stocks as of October 31, 2012         
|----------------------------------------------
|                                              
|Sempra Energy                                 
|Berkshire Hathaway, Inc. Class B              
|Edison International                          
|Northeast Utilities                           
|U.S. Bancorp                                  
|ITC Holdings Corp.                            
|Wells Fargo & Co.                             
|Ventas, Inc.                                  
|CIT Group, Inc.                               
|AECOM Technology Corp.                        
|                                              
|Top Five Market Sectors as of October 31, 2012
|                                              
|Financials                                    
|Industrials                                   
|Information Technology                        
|Consumer Discretionary                        
|Utilities                                     

|Asset Allocation (% of fund's net assets)
|-----------------------------------------
|As of October 31, 2012*                  
|wsd242                                   
|wsd264                                   
|*Foreign investments                     

wsd613

Annual Report

---

# Investments October 31, 2012

Showing Percentage of Net Assets

|Common Stocks - 97.5%                              
|---------------------------------------------------
|                                                   
|CONSUMER DISCRETIONARY - 10.6%                     
|Auto Components - 1.0%                             
|Delphi Automotive PLC                              
|Tenneco, Inc. (a)                                  
|                                                   
|Automobiles - 0.3%                                 
|Harley-Davidson, Inc.                              
|Diversified Consumer Services - 0.8%               
|Anhanguera Educacional Participacoes SA            
|DeVry, Inc.                                        
|H&R Block, Inc.                                    
|                                                   
|Hotels, Restaurants & Leisure - 0.8%               
|Carnival Corp. unit                                
|Penn National Gaming, Inc. (a)                     
|Sonic Corp. (a)                                    
|                                                   
|Household Durables - 0.9%                          
|Harman International Industries, Inc.              
|Jarden Corp.                                       
|Whirlpool Corp.                                    
|                                                   
|Internet & Catalog Retail - 0.6%                   
|Liberty Media Corp. Interactive Series A (a)       
|Leisure Equipment & Products - 0.2%                
|Brunswick Corp.                                    
|Media - 1.3%                                       
|Cablevision Systems Corp. - NY Group Class A       
|DreamWorks Animation SKG, Inc. Class A (a)         
|Kabel Deutschland Holding AG                       
|Liberty Media Corp. Series A (a)                   
|McGraw-Hill Companies, Inc.                        
|Time Warner, Inc.                                  
|Valassis Communications, Inc. (a)                  
|                                                   
|Multiline Retail - 0.1%                            
|PPR SA                                             
|Specialty Retail - 4.3%                            
|Abercrombie & Fitch Co. Class A                    
|Advance Auto Parts, Inc.                           
|Ascena Retail Group, Inc. (a)                      
|Common Stocks - continued                          
|                                                   
|CONSUMER DISCRETIONARY - continued                 
|Specialty Retail - continued                       
|Bed Bath & Beyond, Inc. (a)                        
|Best Buy Co., Inc.                                 
|Chico's FAS, Inc.                                  
|Express, Inc. (a)                                  
|Guess?, Inc.                                       
|Jos. A. Bank Clothiers, Inc. (a)                   
|Lowe's Companies, Inc.                             
|OfficeMax, Inc.                                    
|Signet Jewelers Ltd.                               
|Staples, Inc.                                      
|WH Smith PLC                                       
|                                                   
|Textiles, Apparel & Luxury Goods - 0.3%            
|Gildan Activewear, Inc.                            
|TOTAL CONSUMER DISCRETIONARY                       
|CONSUMER STAPLES - 5.3%                            
|Beverages - 1.6%                                   
|Britvic PLC                                        
|Cott Corp.                                         
|Dr Pepper Snapple Group, Inc.                      
|Molson Coors Brewing Co. Class B                   
|Treasury Wine Estates Ltd.                         
|                                                   
|Food & Staples Retailing - 0.7%                    
|CVS Caremark Corp.                                 
|Kroger Co.                                         
|Walgreen Co.                                       
|                                                   
|Food Products - 2.1%                               
|Bunge Ltd.                                         
|ConAgra Foods, Inc.                                
|Danone SA                                          
|Dean Foods Co. (a)                                 
|Ingredion, Inc.                                    
|The J.M. Smucker Co.                               
|                                                   
|Common Stocks - continued                          
|                                                   
|CONSUMER STAPLES - continued                       
|Household Products - 0.5%                          
|Reckitt Benckiser Group PLC                        
|Tobacco - 0.4%                                     
|Lorillard, Inc.                                    
|TOTAL CONSUMER STAPLES                             
|ENERGY - 8.7%                                      
|Energy Equipment & Services - 2.9%                 
|Cameron International Corp. (a)                    
|Dresser-Rand Group, Inc. (a)                       
|Fugro NV (Certificaten Van Aandelen) unit          
|Halliburton Co.                                    
|National Oilwell Varco, Inc.                       
|Oil States International, Inc. (a)                 
|Patterson-UTI Energy, Inc.                         
|Rowan Companies PLC (a)                            
|                                                   
|Oil, Gas & Consumable Fuels - 5.8%                 
|Anadarko Petroleum Corp.                           
|BPZ Energy, Inc. (a)                               
|Chesapeake Energy Corp.                            
|Cloud Peak Energy, Inc. (a)                        
|Energen Corp.                                      
|EQT Corp.                                          
|Exxon Mobil Corp.                                  
|HollyFrontier Corp.                                
|Marathon Petroleum Corp.                           
|Noble Energy, Inc.                                 
|Northern Oil & Gas, Inc. (a)(d)                    
|Phillips 66                                        
|The Williams Companies, Inc.                       
|World Fuel Services Corp.                          
|WPX Energy, Inc.                                   
|                                                   
|TOTAL ENERGY                                       
|FINANCIALS - 27.1%                                 
|Capital Markets - 3.4%                             
|Ameriprise Financial, Inc.                         
|Common Stocks - continued                          
|                                                   
|FINANCIALS - continued                             
|Capital Markets - continued                        
|Ashmore Group PLC                                  
|Bank of New York Mellon Corp.                      
|Fortress Investment Group LLC                      
|Goldman Sachs Group, Inc.                          
|Invesco Ltd.                                       
|Morgan Stanley                                     
|State Street Corp.                                 
|TD Ameritrade Holding Corp.                        
|The Blackstone Group LP                            
|                                                   
|Commercial Banks - 4.8%                            
|Bank of Ireland (a)                                
|CIT Group, Inc. (a)                                
|Comerica, Inc.                                     
|DnB NOR ASA                                        
|First Citizen Bancshares, Inc.                     
|Heritage Financial Corp., Washington               
|Itau Unibanco Holdings SA sponsored ADR            
|PNC Financial Services Group, Inc.                 
|U.S. Bancorp                                       
|Wells Fargo & Co.                                  
|                                                   
|Consumer Finance - 1.1%                            
|Capital One Financial Corp.                        
|SLM Corp.                                          
|                                                   
|Diversified Financial Services - 1.6%              
|Deutsche Boerse AG                                 
|JPMorgan Chase & Co.                               
|Moody's Corp.                                      
|The NASDAQ Stock Market, Inc.                      
|                                                   
|Insurance - 8.7%                                   
|AFLAC, Inc.                                        
|Aon PLC                                            
|Berkshire Hathaway, Inc. Class B (a)               
|Brasil Insurance Participacoes e Administracao SA  
|Fairfax Financial Holdings Ltd. (sub. vtg.)        
|First American Financial Corp.                     
|Common Stocks - continued                          
|                                                   
|FINANCIALS - continued                             
|Insurance - continued                              
|Greenlight Capital Re, Ltd. (a)                    
|Hanover Insurance Group, Inc.                      
|Hartford Financial Services Group, Inc.            
|Jardine Lloyd Thompson Group PLC                   
|MetLife, Inc.                                      
|Montpelier Re Holdings Ltd.                        
|Old Republic International Corp.                   
|Progressive Corp.                                  
|Prudential Financial, Inc.                         
|Reinsurance Group of America, Inc.                 
|StanCorp Financial Group, Inc.                     
|The Chubb Corp.                                    
|The Travelers Companies, Inc.                      
|Torchmark Corp.                                    
|Unum Group                                         
|Validus Holdings Ltd.                              
|                                                   
|Real Estate Investment Trusts - 4.4%               
|American Campus Communities, Inc.                  
|American Realty Capital Trust, Inc.                
|American Tower Corp.                               
|Boston Properties, Inc.                            
|Corporate Office Properties Trust (SBI)            
|Douglas Emmett, Inc.                               
|Equity Lifestyle Properties, Inc.                  
|HCP, Inc.                                          
|Health Care REIT, Inc.                             
|MFA Financial, Inc.                                
|Prologis, Inc.                                     
|Public Storage                                     
|SL Green Realty Corp.                              
|Ventas, Inc.                                       
|Weyerhaeuser Co.                                   
|                                                   
|Real Estate Management & Development - 2.7%        
|Brookfield Asset Management, Inc. Class A          
|CBRE Group, Inc. (a)                               
|Forest City Enterprises, Inc. Class A (a)          
|Forestar Group, Inc. (a)                           
|Jones Lang LaSalle, Inc.                           
|Common Stocks - continued                          
|                                                   
|FINANCIALS - continued                             
|Real Estate Management & Development - continued   
|Kennedy-Wilson Holdings, Inc.                      
|                                                   
|Thrifts & Mortgage Finance - 0.4%                  
|People's United Financial, Inc.                    
|TOTAL FINANCIALS                                   
|HEALTH CARE - 6.9%                                 
|Health Care Equipment & Supplies - 2.2%            
|Alere, Inc. (a)                                    
|Boston Scientific Corp. (a)                        
|CareFusion Corp. (a)                               
|Hologic, Inc. (a)                                  
|St. Jude Medical, Inc.                             
|Stryker Corp.                                      
|Teleflex, Inc.                                     
|The Cooper Companies, Inc.                         
|Zimmer Holdings, Inc.                              
|                                                   
|Health Care Providers & Services - 2.9%            
|Brookdale Senior Living, Inc. (a)                  
|CIGNA Corp.                                        
|Emeritus Corp. (a)                                 
|Health Net, Inc. (a)                               
|Humana, Inc.                                       
|McKesson Corp.                                     
|MEDNAX, Inc. (a)                                   
|Quest Diagnostics, Inc.                            
|UnitedHealth Group, Inc.                           
|Universal Health Services, Inc. Class B            
|                                                   
|Health Care Technology - 0.0%                      
|Allscripts Healthcare Solutions, Inc. (a)          
|Life Sciences Tools & Services - 0.5%              
|Life Technologies Corp. (a)                        
|PerkinElmer, Inc.                                  
|                                                   
|Common Stocks - continued                          
|                                                   
|HEALTH CARE - continued                            
|Pharmaceuticals - 1.3%                             
|AVANIR Pharmaceuticals Class A (a)                 
|Elan Corp. PLC sponsored ADR (a)                   
|Endo Pharmaceuticals Holdings, Inc. (a)            
|Forest Laboratories, Inc. (a)                      
|Hospira, Inc. (a)                                  
|Impax Laboratories, Inc. (a)                       
|ViroPharma, Inc. (a)                               
|Warner Chilcott PLC                                
|Watson Pharmaceuticals, Inc. (a)                   
|                                                   
|TOTAL HEALTH CARE                                  
|INDUSTRIALS - 12.4%                                
|Aerospace & Defense - 1.5%                         
|DigitalGlobe, Inc. (a)(d)                          
|Esterline Technologies Corp. (a)                   
|General Dynamics Corp.                             
|Meggitt PLC                                        
|Rockwell Collins, Inc.                             
|Textron, Inc.                                      
|                                                   
|Building Products - 0.8%                           
|Owens Corning (a)                                  
|Commercial Services & Supplies - 2.1%              
|Corrections Corp. of America                       
|Interface, Inc.                                    
|Intrum Justitia AB                                 
|Quad/Graphics, Inc.                                
|Republic Services, Inc.                            
|Sykes Enterprises, Inc. (a)                        
|The Geo Group, Inc.                                
|                                                   
|Construction & Engineering - 1.6%                  
|AECOM Technology Corp. (a)                         
|Foster Wheeler AG (a)                              
|MasTec, Inc. (a)                                   
|                                                   
|Common Stocks - continued                          
|                                                   
|INDUSTRIALS - continued                            
|Electrical Equipment - 0.4%                        
|Hubbell, Inc. Class B                              
|Prysmian SpA                                       
|                                                   
|Industrial Conglomerates - 0.6%                    
|Carlisle Companies, Inc.                           
|Koninklijke Philips Electronics NV                 
|Orkla ASA (A Shares)                               
|                                                   
|Machinery - 3.2%                                   
|Cummins, Inc.                                      
|Fiat Industrial SpA                                
|GEA Group AG                                       
|Harsco Corp.                                       
|Ingersoll-Rand PLC                                 
|ITT Corp.                                          
|Oshkosh Truck Corp. (a)                            
|PACCAR, Inc.                                       
|Parker Hannifin Corp.                              
|Snap-On, Inc.                                      
|Stanley Black & Decker, Inc.                       
|                                                   
|Marine - 0.1%                                      
|Ultrapetrol (Bahamas) Ltd. (a)(d)                  
|Professional Services - 1.2%                       
|FTI Consulting, Inc. (a)                           
|Manpower, Inc.                                     
|Towers Watson & Co.                                
|                                                   
|Road & Rail - 0.5%                                 
|Con-way, Inc.                                      
|Quality Distribution, Inc. (a)                     
|Vitran Corp., Inc. (a)                             
|                                                   
|Common Stocks - continued                          
|                                                   
|INDUSTRIALS - continued                            
|Trading Companies & Distributors - 0.4%            
|AerCap Holdings NV (a)                             
|WESCO International, Inc. (a)                      
|                                                   
|TOTAL INDUSTRIALS                                  
|INFORMATION TECHNOLOGY - 10.6%                     
|Communications Equipment - 0.9%                    
|Cisco Systems, Inc.                                
|Motorola Solutions, Inc.                           
|Polycom, Inc. (a)                                  
|ViaSat, Inc. (a)                                   
|                                                   
|Computers & Peripherals - 0.6%                     
|Electronics for Imaging, Inc. (a)                  
|Hewlett-Packard Co.                                
|Lexmark International, Inc. Class A                
|                                                   
|Electronic Equipment & Components - 2.7%           
|Aeroflex Holding Corp. (a)                         
|Arrow Electronics, Inc. (a)                        
|Benchmark Electronics, Inc. (a)                    
|Corning, Inc.                                      
|Flextronics International Ltd. (a)                 
|Jabil Circuit, Inc.                                
|TE Connectivity Ltd.                               
|TTM Technologies, Inc. (a)                         
|                                                   
|Internet Software & Services - 0.2%                
|Yahoo!, Inc. (a)                                   
|IT Services - 1.5%                                 
|Amdocs Ltd.                                        
|Fidelity National Information Services, Inc.       
|Fiserv, Inc. (a)                                   
|Global Payments, Inc.                              
|Sapient Corp. (a)                                  
|Unisys Corp. (a)                                   
|                                                   
|Common Stocks - continued                          
|                                                   
|INFORMATION TECHNOLOGY - continued                 
|Office Electronics - 0.3%                          
|Xerox Corp.                                        
|Semiconductors & Semiconductor Equipment - 2.5%    
|ASML Holding NV                                    
|Broadcom Corp. Class A                             
|Entegris, Inc. (a)                                 
|Freescale Semiconductor Holdings I Ltd. (a)        
|Intersil Corp. Class A                             
|Marvell Technology Group Ltd.                      
|NXP Semiconductors NV (a)                          
|ON Semiconductor Corp. (a)                         
|PMC-Sierra, Inc. (a)                               
|                                                   
|Software - 1.9%                                    
|Autodesk, Inc. (a)                                 
|BMC Software, Inc. (a)                             
|Check Point Software Technologies Ltd. (a)         
|Comverse Technology, Inc. (a)                      
|Constellation Software, Inc.                       
|Electronic Arts, Inc. (a)                          
|JDA Software Group, Inc. (a)                       
|Oracle Corp.                                       
|Symantec Corp. (a)                                 
|                                                   
|TOTAL INFORMATION TECHNOLOGY                       
|MATERIALS - 6.2%                                   
|Chemicals - 3.2%                                   
|Air Products & Chemicals, Inc.                     
|Albemarle Corp.                                    
|Ashland, Inc.                                      
|Cytec Industries, Inc.                             
|Eastman Chemical Co.                               
|LyondellBasell Industries NV Class A               
|Methanex Corp.                                     
|Mexichem SAB de CV                                 
|W.R. Grace & Co. (a)                               
|Westlake Chemical Corp.                            
|                                                   
|Common Stocks - continued                          
|                                                   
|MATERIALS - continued                              
|Containers & Packaging - 1.4%                      
|Ball Corp.                                         
|Rock-Tenn Co. Class A                              
|Sonoco Products Co.                                
|                                                   
|Metals & Mining - 1.6%                             
|Coeur d'Alene Mines Corp. (a)                      
|First Quantum Minerals Ltd.                        
|Gem Diamonds Ltd. (a)                              
|Reliance Steel & Aluminum Co.                      
|SunCoke Energy, Inc. (a)                           
|                                                   
|TOTAL MATERIALS                                    
|TELECOMMUNICATION SERVICES - 0.8%                  
|Diversified Telecommunication Services - 0.2%      
|CenturyLink, Inc.                                  
|Frontier Communications Corp. (d)                  
|                                                   
|Wireless Telecommunication Services - 0.6%         
|NII Holdings, Inc. (a)                             
|Sprint Nextel Corp. (a)                            
|                                                   
|TOTAL TELECOMMUNICATION SERVICES                   
|UTILITIES - 8.9%                                   
|Electric Utilities - 5.5%                          
|Edison International                               
|ITC Holdings Corp.                                 
|NextEra Energy, Inc.                               
|Northeast Utilities                                
|OGE Energy Corp.                                   
|Pinnacle West Capital Corp.                        
|PNM Resources, Inc.                                
|                                                   
|Gas Utilities - 0.3%                               
|ONEOK, Inc.                                        
|Common Stocks - continued                          
|                                                   
|UTILITIES - continued                              
|Independent Power Producers & Energy Traders - 1.0%
|Calpine Corp. (a)                                  
|The AES Corp.                                      
|                                                   
|Multi-Utilities - 2.1%                             
|PG&E Corp.                                         
|Sempra Energy                                      
|                                                   
|TOTAL UTILITIES                                    
|TOTAL COMMON STOCKS
(Cost $54,704,541)             

|U.S. Treasury Obligations - 0.1%                                               
|-------------------------------------------------------------------------------
|                                                                               
|U.S. Treasury Bills, yield at date of purchase 0.1% 11/23/12 (e)
(Cost $39,997)

|Money Market Funds - 3.3%                                  
|-----------------------------------------------------------
|                                                           
|Fidelity Cash Central Fund, 0.19% (b)                      
|Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)
|TOTAL MONEY MARKET FUNDS
(Cost $1,854,344)                 
|TOTAL INVESTMENT PORTFOLIO - 100.9%
(Cost $56,598,882)     
|NET OTHER ASSETS (LIABILITIES) - (0.9)%                    
|NET ASSETS - 100%                                          

|Futures Contracts                          
|-------------------------------------------
|                                           
|Purchased                                  
|Equity Index Contracts                     
|8 CME E-mini S&P MidCap 400 Index Contracts

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The face value of futures purchased as a percentage of net assets is 1.4%                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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 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 $37,998.                                                                                                                                                                                                                                                                                                                                                    
|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                    | $	2,162      
|Fidelity Securities Lending Cash Central Fund | 9,008        
|Total                                         | $	11,170     

|Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or
methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation
inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial
Statements.

|Valuation Inputs at Reporting Date:              
|-------------------------------------------------
|Description                                      
|Investments in Securities:                       
|Equities:                                        
|Consumer Discretionary                           
|Consumer Staples                                 
|Energy                                           
|Financials                                       
|Health Care                                      
|Industrials                                      
|Information Technology                           
|Materials                                        
|Telecommunication Services                       
|Utilities                                        
|U.S. Government and Government Agency
Obligations
|Money Market Funds                               
|Total Investments in Securities:                 
|Derivative Instruments:                          
|Assets                                           
|Futures Contracts                                

|Value of Derivative Instruments                                                                                                                                                                                                                                                            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2012. For additional information on
derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

|Primary Risk Exposure /Derivative Type | Value  
|-------------------------------------- | -------
|                                       | Asset  
|Equity Risk                            |        
|Futures Contracts (a)                  | $	5,596
|Total Value of Derivatives             | $	5,596

|(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 or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)                                                                                         

|United States of America           | 83.7% 
|---------------------------------- | ------
|Bermuda                            | 2.7%  
|United Kingdom                     | 2.5%  
|Canada                             | 2.1%  
|Netherlands                        | 1.5%  
|Brazil                             | 1.1%  
|Others (Individually Less Than 1%) | 6.4%  
|                                   | 100.0%

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

Annual Report

---

# Financial Statements

## Statement of Assets and Liabilities

|                                                                                                                                                  | October 31, 2012
|------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                                                  |                 
|Assets                                                                                                                                            |                 
|Investment in securities, at value (including securities loaned of $228,835) - See
accompanying schedule:
Unaffiliated issuers (cost $54,744,538) | $	55,028,516    
|Fidelity Central Funds (cost $1,854,344)                                                                                                          | 1,854,344       
|Total Investments (cost $56,598,882)                                                                                                              |                 
|Cash                                                                                                                                              |                 
|Foreign currency held at value (cost $5)                                                                                                          |                 
|Receivable for investments sold                                                                                                                   |                 
|Receivable for fund shares sold                                                                                                                   |                 
|Dividends receivable                                                                                                                              |                 
|Distributions receivable from Fidelity Central Funds                                                                                              |                 
|Receivable for daily variation margin on futures contracts                                                                                        |                 
|Other receivables                                                                                                                                 |                 
|Total assets                                                                                                                                      |                 
|                                                                                                                                                  |                 
|Liabilities                                                                                                                                       |                 
|Payable for investments purchased                                                                                                                 | $	380,092       
|Payable for fund shares redeemed                                                                                                                  | 441,311         
|Accrued management fee                                                                                                                            | 25,470          
|Distribution and service plan fees payable                                                                                                        | 21,260          
|Other affiliated payables                                                                                                                         | 15,731          
|Other payables and accrued expenses                                                                                                               | 60,466          
|Collateral on securities loaned, at value                                                                                                         | 223,950         
|Total liabilities                                                                                                                                 |                 
|                                                                                                                                                  |                 
|Net Assets                                                                                                                                        |                 
|Net Assets consist of:                                                                                                                            |                 
|Paid in capital                                                                                                                                   |                 
|Undistributed net investment income                                                                                                               |                 
|Accumulated undistributed net realized gain (loss) on investments and foreign currency
transactions                                               |                 
|Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign
currencies                                        |                 
|Net Assets                                                                                                                                        |                 

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

Annual Report

Financial Statements - continued

## Statement of Assets and Liabilities - continued

|                                                                                                                              | October 31, 2012
|----------------------------------------------------------------------------------------------------------------------------- | ----------------
|Calculation of Maximum Offering Price
Class A:
Net Asset Valueand redemption price per share ($27,816,693 ÷ 1,975,089 shares) |                 
|                                                                                                                              |                 
|Maximum offering price per share (100/94.25 of $14.08)                                                                        |                 
|Class T:
Net Asset Value and redemption price per share ($12,727,384 ÷ 912,624 shares)                                        |                 
|                                                                                                                              |                 
|Maximum offering price per share (100/96.50 of $13.95)                                                                        |                 
|Class B:
Net Asset Value and offering price per share ($2,479,648 ÷ 183,127 shares)A                                          |                 
|                                                                                                                              |                 
|Class C:
Net Asset Value and offering price per share ($9,283,293 ÷ 686,995 shares)A                                          |                 
|                                                                                                                              |                 
|                                                                                                                              |                 
|Institutional Class:
Net Asset Value, offering price and redemption price per share ($4,080,159 ÷ 286,967 shares)             |                 

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

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

Annual Report

## Statement of Operations

|                                                                               | Year ended October 31, 2012
|------------------------------------------------------------------------------ | ---------------------------
|                                                                               |                            
|Investment Income                                                              |                            
|Dividends                                                                      |                            
|Interest                                                                       |                            
|Income from Fidelity Central Funds                                             |                            
|Total income                                                                   |                            
|                                                                               |                            
|Expenses                                                                       |                            
|Management fee
Basic fee                                                       | $	322,065                  
|Performance adjustment                                                         | (77,345)                   
|Transfer agent fees                                                            | 169,673                    
|Distribution and service plan fees                                             | 258,144                    
|Accounting and security lending fees                                           | 22,479                     
|Custodian fees and expenses                                                    | 81,012                     
|Independent trustees' compensation                                             | 381                        
|Registration fees                                                              | 54,601                     
|Audit                                                                          | 60,010                     
|Legal                                                                          | 216                        
|Miscellaneous                                                                  | 542                        
|Total expenses before reductions                                               | 891,778                    
|Expense reductions                                                             | (59,837)                   
|Net investment income (loss)                                                   |                            
|Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:               |                            
|Investment securities:                                                         |                            
|Unaffiliated issuers                                                           | 1,521,274                  
|Investment not meeting investment restrictions                                 | 317                        
|Foreign currency transactions                                                  | (4,182)                    
|Futures contracts                                                              | (64,207)                   
|Total net realized gain (loss)                                                 |                            
|Change in net unrealized appreciation (depreciation) on:
Investment securities | 6,363,552                  
|Assets and liabilities in foreign currencies                                   | (162)                      
|Futures contracts                                                              | 28,808                     
|Total change in net unrealized appreciation (depreciation)                     |                            
|Net gain (loss)                                                                |                            
|Netincrease (decrease) in net assets resulting from operations                 |                            

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

Annual Report

Financial Statements - continued

## Statement of Changes in Net Assets

|                                                                                              | Year ended
October 31,
2012 | Year ended
October 31,
2011
|--------------------------------------------------------------------------------------------- | --------------------------- | ---------------------------
|Increase (Decrease) in Net Assets                                                             |                             |                            
|Operations                                                                                    |                             |                            
|Net investment income (loss)                                                                  | $	179,499                   | $	12,960                   
|Net realized gain (loss)                                                                      | 1,453,202                   | 7,946,487                  
|Change in net unrealized appreciation (depreciation)                                          | 6,392,198                   | (5,717,956)                
|Netincrease (decrease) in net assets resulting
from operations                                | 8,024,899                   | 2,241,491                  
|Distributions to shareholders from net investment income                                      | (122,126)                   | (289,887)                  
|Distributions to shareholders from net realized gain                                          | -                           | (44,687)                   
|Total distributions                                                                           | (122,126)                   | (334,574)                  
|Share transactions - net increase (decrease)                                                  | (11,342,588)                | (18,287,973)               
|Total increase (decrease) in net assets                                                       | (3,439,815)                 | (16,381,056)               
|                                                                                              |                             |                            
|Net Assets                                                                                    |                             |                            
|Beginning of period                                                                           | 59,826,992                  | 76,208,048                 
|End of period (including undistributed net investment income of $58,448 and $0,
respectively) | $	56,387,177                | $	59,826,992               

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

Annual Report

## Financial Highlights - Class A

|Years ended October 31,                  | 2012     | 2011     | 2010     | 2009     | 2008    
|---------------------------------------- | -------- | -------- | -------- | -------- | --------
|Selected Per-Share Data                  |          |          |          |          |         
|Net asset value, beginning of period     | $	12.25  | $	12.12  | $	9.81   | $	8.33   | $	16.55 
|Income from Investment Operations        |          |          |          |          |         
|Net investment income (loss) C           | .07      | .03      | .06 F    | .06      | .08     
|Net realized and unrealized gain (loss)  | 1.79     | .17      | 2.29     | 1.46     | (7.33)  
|Total from investment operations         | 1.86     | .20      | 2.35     | 1.52     | (7.25)  
|Distributions from net investment income | (.03)    | (.06)    | (.03)    | (.04)    | -       
|Distributions from net realized gain     | -        | (.01)    | (.01)    | -        | (.97)   
|Total distributions                      | (.03)    | (.07)    | (.04)    | (.04)    | (.97)   
|Net asset value, end of period           | $	14.08  | $	12.25  | $	12.12  | $	9.81   | $	8.33  
|Total Return A,B                         | 15.22%   | 1.65%    | 23.99%   | 18.41%   | (46.38)%
|Ratios to Average Net Assets D,G         |          |          |          |          |         
|Expenses before reductions               | 1.35%    | 1.29%    | 1.33%    | 1.36%    | 1.34%   
|Expenses net of fee waivers, if any      | 1.25%    | 1.25%    | 1.25%    | 1.25%    | 1.25%   
|Expenses net of all reductions           | 1.25%    | 1.24%    | 1.24%    | 1.25%    | 1.25%   
|Net investment income (loss)             | .51%     | .21%     | .51% F   | .76%     | .65%    
|Supplemental Data                        |          |          |          |          |         
|Net assets, end of period (000 omitted)  | $	27,817 | $	29,635 | $	37,972 | $	40,404 | $	39,288
|Portfolio turnover rate E                | 77%      | 96%      | 152%     | 58%      | 49%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .13%.

GExpense 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,                  | 2012     | 2011     | 2010     | 2009     | 2008    
|---------------------------------------- | -------- | -------- | -------- | -------- | --------
|Selected Per-Share Data                  |          |          |          |          |         
|Net asset value, beginning of period     | $	12.15  | $	12.03  | $	9.74   | $	8.29   | $	16.47 
|Income from Investment Operations        |          |          |          |          |         
|Net investment income (loss) C           | .03      | (.01)    | .03 F    | .04      | .05     
|Net realized and unrealized gain (loss)  | 1.80     | .17      | 2.27     | 1.45     | (7.30)  
|Total from investment operations         | 1.83     | .16      | 2.30     | 1.49     | (7.25)  
|Distributions from net investment income | (.03)    | (.04)    | (.01)    | (.04)    | -       
|Distributions from net realized gain     | -        | (.01)    | (.01)    | -        | (.93)   
|Total distributions                      | (.03)    | (.04) H  | (.01) I  | (.04)    | (.93)   
|Net asset value, end of period           | $	13.95  | $	12.15  | $	12.03  | $	9.74   | $	8.29  
|Total Return A,B                         | 15.05%   | 1.35%    | 23.66%   | 18.09%   | (46.50)%
|Ratios to Average Net Assets D,G         |          |          |          |          |         
|Expenses before reductions               | 1.61%    | 1.56%    | 1.59%    | 1.62%    | 1.59%   
|Expenses net of fee waivers, if any      | 1.50%    | 1.50%    | 1.50%    | 1.50%    | 1.50%   
|Expenses net of all reductions           | 1.50%    | 1.49%    | 1.49%    | 1.50%    | 1.50%   
|Net investment income (loss)             | .26%     | (.04)%   | .26% F   | .51%     | .40%    
|Supplemental Data                        |          |          |          |          |         
|Net assets, end of period (000 omitted)  | $	12,727 | $	12,866 | $	17,908 | $	19,978 | $	22,523
|Portfolio turnover rate E                | 77%      | 96%      | 152%     | 58%      | 49%     

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

BTotal returns do not include the effect of the sales charges.

CCalculated based on average shares outstanding during the period.

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

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

FInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.12)%.

GExpense 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.

HTotal distributions of $.04 per share is comprised of distributions from net investment income of $.035 and distributions from net realized gain of $.009 per share.

ITotal 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,                  | 2012    | 2011    | 2010     | 2009    | 2008    
|---------------------------------------- | ------- | ------- | -------- | ------- | --------
|Selected Per-Share Data                  |         |         |          |         |         
|Net asset value, beginning of period     | $	11.85 | $	11.75 | $	9.54   | $	8.16  | $	16.30 
|Income from Investment Operations        |         |         |          |         |         
|Net investment income (loss) C           | (.03)   | (.07)   | (.03) F  | - H     | (.01)   
|Net realized and unrealized gain (loss)  | 1.74    | .17     | 2.24     | 1.41    | (7.20)  
|Total from investment operations         | 1.71    | .10     | 2.21     | 1.41    | (7.21)  
|Distributions from net investment income | (.02)   | -       | -        | (.03)   | -       
|Distributions from net realized gain     | -       | -       | -        | -       | (.93)   
|Total distributions                      | (.02)   | -       | -        | (.03)   | (.93)   
|Net asset value, end of period           | $	13.54 | $	11.85 | $	11.75  | $	9.54  | $	8.16  
|Total Return A,B                         | 14.41%  | .85%    | 23.17%   | 17.43%  | (46.75)%
|Ratios to Average Net Assets D,G         |         |         |          |         |         
|Expenses before reductions               | 2.13%   | 2.05%   | 2.08%    | 2.12%   | 2.10%   
|Expenses net of fee waivers, if any      | 2.00%   | 2.00%   | 2.00%    | 2.00%   | 2.00%   
|Expenses net of all reductions           | 2.00%   | 1.99%   | 1.99%    | 2.00%   | 2.00%   
|Net investment income (loss)             | (.24)%  | (.54)%  | (.24)% F | .01%    | (.10)%  
|Supplemental Data                        |         |         |          |         |         
|Net assets, end of period (000 omitted)  | $	2,480 | $	3,482 | $	4,937  | $	4,828 | $	5,919 
|Portfolio turnover rate E                | 77%     | 96%     | 152%     | 58%     | 49%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.62)%.

GExpense 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.

HAmount 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,                  | 2012    | 2011    | 2010     | 2009    | 2008    
|---------------------------------------- | ------- | ------- | -------- | ------- | --------
|Selected Per-Share Data                  |         |         |          |         |         
|Net asset value, beginning of period     | $	11.83 | $	11.73 | $	9.53   | $	8.14  | $	16.27 
|Income from Investment Operations        |         |         |          |         |         
|Net investment income (loss) C           | (.03)   | (.07)   | (.03) F  | - H     | (.01)   
|Net realized and unrealized gain (loss)  | 1.73    | .17     | 2.23     | 1.42    | (7.19)  
|Total from investment operations         | 1.70    | .10     | 2.20     | 1.42    | (7.20)  
|Distributions from net investment income | (.02)   | -       | -        | (.03)   | -       
|Distributions from net realized gain     | -       | -       | -        | -       | (.93)   
|Total distributions                      | (.02)   | -       | -        | (.03)   | (.93)   
|Net asset value, end of period           | $	13.51 | $	11.83 | $	11.73  | $	9.53  | $	8.14  
|Total Return A,B                         | 14.36%  | .85%    | 23.08%   | 17.60%  | (46.78)%
|Ratios to Average Net Assets D,G         |         |         |          |         |         
|Expenses before reductions               | 2.10%   | 2.04%   | 2.08%    | 2.11%   | 2.09%   
|Expenses net of fee waivers, if any      | 2.00%   | 2.00%   | 2.00%    | 2.00%   | 2.00%   
|Expenses net of all reductions           | 1.99%   | 1.99%   | 1.99%    | 2.00%   | 2.00%   
|Net investment income (loss)             | (.24)%  | (.54)%  | (.24)% F | .01%    | (.10)%  
|Supplemental Data                        |         |         |          |         |         
|Net assets, end of period (000 omitted)  | $	9,283 | $	8,976 | $	9,497  | $	9,692 | $	10,418
|Portfolio turnover rate E                | 77%     | 96%     | 152%     | 58%     | 49%     

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

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

CCalculated based on average shares outstanding during the period.

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

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

FInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.62)%.

GExpense 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.

HAmount 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,                  | 2012    | 2011    | 2010    | 2009    | 2008    
|---------------------------------------- | ------- | ------- | ------- | ------- | --------
|Selected Per-Share Data                  |         |         |         |         |         
|Net asset value, beginning of period     | $	12.34 | $	12.21 | $	9.88  | $	8.37  | $	16.65 
|Income from Investment Operations        |         |         |         |         |         
|Net investment income (loss) B           | .10     | .06     | .09 E   | .08     | .12     
|Net realized and unrealized gain (loss)  | 1.81    | .18     | 2.31    | 1.47    | (7.38)  
|Total from investment operations         | 1.91    | .24     | 2.40    | 1.55    | (7.26)  
|Distributions from net investment income | (.03)   | (.10)   | (.06)   | (.04)   | -       
|Distributions from net realized gain     | -       | (.01)   | (.01)   | -       | (1.02)  
|Total distributions                      | (.03)   | (.11)   | (.07)   | (.04)   | (1.02)  
|Net asset value, end of period           | $	14.22 | $	12.34 | $	12.21 | $	9.88  | $	8.37  
|Total Return A                           | 15.56%  | 1.93%   | 24.36%  | 18.74%  | (46.27)%
|Ratios to Average Net Assets C,F         |         |         |         |         |         
|Expenses before reductions               | .99%    | .97%    | 1.03%   | 1.16%   | 1.09%   
|Expenses net of fee waivers, if any      | .99%    | .97%    | 1.00%   | 1.00%   | 1.00%   
|Expenses net of all reductions           | .99%    | .96%    | .99%    | 1.00%   | 1.00%   
|Net investment income (loss)             | .76%    | .49%    | .76% E  | 1.01%   | .90%    
|Supplemental Data                        |         |         |         |         |         
|Net assets, end of period (000 omitted)  | $	4,080 | $	4,869 | $	5,894 | $	5,230 | $	13,229
|Portfolio turnover rate D                | 77%     | 96%     | 152%    | 58%     | 49%     

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

BCalculated based on average shares outstanding during the period.

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

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

EInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .38%.

FExpense 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, 2012

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

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts
managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity
Central Funds held as of period end, 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of
the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation.Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation
policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing
vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be
fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors
used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality.
The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees
the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or
official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as
Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted
bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities,
when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are
categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who
make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers
yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2
in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which
consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be
Level 3 depending on the circumstances.

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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

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

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

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities.
Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately. other than investments, which are
held at period end.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders- continued

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 futures transactions, foreign currency transactions, passive foreign investment companies (PFIC),
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                                                  | $	5,205,934 
|------------------------------------------------------------------------------ | ------------
|Gross unrealized depreciation                                                  | (5,285,947) 
|Net unrealized appreciation (depreciation) on securities and other investments | $	(80,013)  
|                                                                               |             
|Tax Cost                                                                       | $	56,962,873

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

|Undistributed ordinary income              | $	58,448      
|------------------------------------------ | --------------
|Capital loss carryforward                  | $	(30,037,482)
|Net unrealized appreciation (depreciation) | $	(80,014)    

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.
Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in
taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that
expire. Capital loss carryforwards were as follows:

|Fiscal year of expiration |               
|------------------------- | --------------
|2017                      | $	(30,037,482)

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders- continued

The tax character of distributions paid was as follows:

|                | October 31, 2012 | October 31, 2011
|--------------- | ---------------- | ----------------
|Ordinary Income | $	122,126        | $	334,574       

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

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified instrument based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party
to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving
derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not
achieve its objectives.

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

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

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 close out 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. Counterparty credit risk related to exchange-traded futures contracts is minimal
because of the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in
excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may
be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts.A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a
specified future date. The Fund used futures contracts to manage its exposure to the stock market.

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

Any open futures contracts at period end are shown in the Schedule of Investments under the caption "Futures Contracts." The underlying face
amount at value 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.

During the period the Fund recognized net realized gain (loss) of ($64,207) and a change in net unrealized appreciation (depreciation) of $28,808
related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $43,394,378 and $53,793,808, respectively.

Annual Report

Notes to Financial Statements - continued

5. Purchases and Sales of Investments - continued

The Fund realized a gain on the sale of an investment not meeting the investment restrictions of the Fund.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly
management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net
assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the
mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management
decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets
over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annual management fee
rate, including the performance adjustment, was .42% 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%        | $	71,699   | $	600          
|Class T | .25%             | .25%        | 63,792     | 321            
|Class B | .75%             | .25%        | 30,398     | 23,003         
|Class C | .75%             | .25%        | 92,255     | 10,948         
|        |                  |             | $	258,144  | $	34,872       

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

|         | Retained
by FDC
|-------- | ---------------
|Class A  | $	4,757        
|Class T  | 1,388          
|Class B* | 2,423          
|Class C* | 2,480          
|         | $	11,048       

*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             | $	85,114  | .30                    
|Class T             | 39,476    | .31                    
|Class B             | 9,192     | .30                    
|Class C             | 27,952    | .30                    
|Institutional Class | 7,939     | .20                    
|                    | $	169,673 |                        

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

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 $1,333 for the period.

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for
temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $159 and is reflected in Miscellaneous expenses on the Statement of
Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending
agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the
Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash)
against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the
period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash
collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period
end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security
lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated
with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of
Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $9,008, including
$70 from securities loaned to FCM.

9. 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

9. Expense Reductions - continued

The following classes were in reimbursement during the period:

|                    | Expense
Limitations | Reimbursement
from adviser
|------------------- | ------------------- | --------------------------
|                    |                     |                           
|Class A             | 1.25%               | $	29,627                  
|Class T             | 1.50%               | 13,911                    
|Class B             | 2.00%               | 3,769                     
|Class C             | 2.00%               | 9,490                     
|Institutional Class | 1.00%               | -                         
|                    |                     | $	56,797                  

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 $3,040 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

|Years ended October 31,    | 2012      | 2011     
|-------------------------- | --------- | ---------
|From net investment income |           |          
|Class A                    | $	69,035  | $	196,655
|Class T                    | 25,805    | 51,708   
|Class B                    | 4,214     | -        
|Class C                    | 12,072    | -        
|Institutional Class        | 11,000    | 41,524   
|Total                      | $	122,126 | $	289,887
|From net realized gain     |           |          
|Class A                    | $	-       | $	27,654 
|Class T                    | -         | 13,296   
|Institutional Class        | -         | 3,737    
|Total                      | $	-       | $	44,687 

Annual Report

Notes to Financial Statements - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

|                              | Shares    | Dollars    
|----------------------------- | --------- | -----------
|Years ended October 31,       | 2012      | 2011       
|Class A                       |           |            
|Shares sold                   | 329,571   | 613,471    
|Reinvestment of distributions | 5,253     | 16,302     
|Shares redeemed               | (779,891) | (1,341,779)
|Net increase (decrease)       | (445,067) | (712,006)  
|Class T                       |           |            
|Shares sold                   | 107,994   | 181,108    
|Reinvestment of distributions | 2,094     | 4,996      
|Shares redeemed               | (256,225) | (615,490)  
|Net increase (decrease)       | (146,137) | (429,386)  
|Class B                       |           |            
|Shares sold                   | 427       | 3,500      
|Reinvestment of distributions | 305       | -          
|Shares redeemed               | (111,455) | (129,806)  
|Net increase (decrease)       | (110,723) | (126,306)  
|Class C                       |           |            
|Shares sold                   | 97,754    | 157,350    
|Reinvestment of distributions | 933       | -          
|Shares redeemed               | (170,741) | (208,070)  
|Net increase (decrease)       | (72,054)  | (50,720)   
|Institutional Class           |           |            
|Shares sold                   | 29,145    | 88,576     
|Reinvestment of distributions | 651       | 2,589      
|Shares redeemed               | (137,550) | (179,165)  
|Net increase (decrease)       | (107,754) | (88,000)   

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 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, 2012, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 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, 2012, 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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the
two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 14, 2012

Annual Report

---

# Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, each of the Trustees oversees 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey 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. In addition, the Independent Trustees have worked with FMR to enhance
the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not
limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio
management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management
program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further
under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

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

|Name, Age; Principal Occupations and Other Relevant Experience+
|---------------------------------------------------------------
|James C. Curvey (77)                                           
|                                                               
|Ronald P. O'Hanley (55)                                        
|                                                               

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

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

Annual Report

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 (64)                                           
|                                                               
|Alan J. Lacy (59)                                              
|                                                               
|Ned C. Lautenbach (68)                                         
|                                                               
|Joseph Mauriello (68)                                          
|                                                               
|Robert W. Selander (62)                                        
|                                                               
|Cornelia M. Small (68)                                         
|                                                               
|William S. Stavropoulos (73)                                   
|                                                               
|David M. Thomas (63)                                           
|                                                               
|Michael E. Wiley (62)                                          
|                                                               

+	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 Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts
02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82
Devonshire Street, Boston, Massachusetts 02109.

|Name, Age; Principal Occupation
|-------------------------------
|Edward C. Johnson 3d (82)      
|                               
|Peter S. Lynch (68)            
|                               
|David A. Rosow (70)            
|                               
|Garnett A. Smith (65)          
|                               
|Kenneth B. Robins (43)         
|                               
|Brian B. Hogan (48)            
|                               
|Thomas C. Hense (48)           
|                               
|Scott C. Goebel (44)           
|                               
|William C. Coffey (43)         
|                               
|Elizabeth Paige Baumann (44)   
|                               
|Christine Reynolds (54)        
|                               
|Joseph A. Hanlon (44)          
|                               
|Joseph F. Zambello (55)        
|                               
|Adrien E. Deberghes (45)       
|                               
|Name, Age; Principal Occupation
|Stephen Sadoski (41)           
|                               
|Stephanie J. Dorsey (43)       
|                               
|John R. Hebble (54)            
|                               
|Gary W. Ryan (54)              
|                               
|Jonathan Davis (44)            
|                               

Annual Report

---

# Distributions (Unaudited)

Class I designates 100% of the dividend distributed in December 2011 as qualifying for the dividends-received deduction for corporate shareholders.

Class I designates 100% of the dividend distributed in December 2011 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 2013 of amounts for use in preparing 2012 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's
Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing
committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject
matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the
services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's
management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by
Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v)
whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of
compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's
relative investment performance for each class measured over multiple periods against (i) a 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, 2011, 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 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 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 (top of box) and the 75th percentile return (bottom of box) of
the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage
beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Advisor Value Fund

wsd615

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 fourth quartile for the one- and five-year periods and the second quartile for the three-year period. 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 the fact that the fund underperformed its benchmark for each period measured. 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 performance of the fund in the
coming year and discuss with FMR if other actions to address performance are appropriate.

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

Annual Report

Board Approval of Investment Advisory Contracts and 
Management Fees - continued

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

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

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

wsd617

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.
The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the
performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance
charts above.

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

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

The Board noted that the total expense ratio of each of Class A, Class B, and Institutional Class ranked below its competitive median for 2011 and
the total expense ratio of each of Class T and Class C ranked above its competitive median for 2011. The Board considered that various factors,
including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect
total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1
fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The
Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing
no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which
has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in
transfer agent fees may also cause expenses to vary from class to class.

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. The
Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared
Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in
services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

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

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

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

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

Annual Report

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory
Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize
the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio
managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s)
that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential
impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology,
including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use
of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net
redemptions from the Fidelity funds.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

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



(Fidelity Investment logo)(registered trademark)

`FAVI-UANN-1212
1.809013.108`

Item 2.		Code of Ethics

As of the end of the period, October 31, 2012, 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, 2012 FeesA

|                                                | Audit Fees | Audit-Related
Fees | Tax Fees | All Other Fees
|----------------------------------------------- | ---------- | ------------------ | -------- | --------------
|Fidelity Advisor Floating Rate
High Income Fund | $135,000   | $-                 | $5,700   | $1,800        
|Fidelity Advisor High Income
Advantage Fund     | $62,000    | $-                 | $5,700   | $600          
|Fidelity Advisor High Income
Fund               | $54,000    | $-                 | $5,700   | $500          
|Fidelity Advisor Value Fund                     | $39,000    | $-                 | $5,700   | $400          

October 31, 2011 FeesA

|                                                | Audit Fees | Audit-Related
Fees | Tax Fees | All Other Fees
|----------------------------------------------- | ---------- | ------------------ | -------- | --------------
|Fidelity Advisor Floating Rate
High Income Fund | $136,000   | $-                 | $5,700   | $1,200        
|Fidelity Advisor High Income
Advantage Fund     | $62,000    | $-                 | $5,700   | $500          
|Fidelity Advisor High Income
Fund               | $54,000    | $-                 | $5,700   | $300          
|Fidelity Advisor Value Fund                     | $39,000    | $-                 | $5,700   | $300          

AAmounts 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, 2012A | October 31, 2011A
|------------------ | ----------------- | -----------------
|Audit-Related Fees | $720,000          | $440,000         
|Tax Fees           | $-                | $-               
|All Other Fees     | $1,305,000        | $430,000         

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the
performance of the fund audit or the review of the fund's financial statements and that are not reported under
Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant
portion of which are assurance related, that relate directly to the operations and financial reporting of the fund,
excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

*	*	*

The aggregate non-audit fees billed by 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, 2012A | October 31, 2011A
|----------------- | ----------------- | -----------------
|Deloitte Entities | $2,090,000        | $985,000         

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 26, 2012      

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

|By:   | /s/Kenneth B. Robins   
|----- | -----------------------
|      | Kenneth B. Robins      
|      | President and Treasurer
|      |                        
|Date: | December 26, 2012      
|By:   | /s/Christine Reynolds  
|      | Christine Reynolds     
|      | Chief Financial Officer
|      |                        
|Date: | December 26, 2012