N-CSR 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2105

Fidelity Salem Street Trust
(Exact name of registrant as specified in charter)

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(Name and address of agent for service)

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

Date of fiscal year end:	November 30

Date of reporting period:	November 30, 2013

Item 1. Reports to Stockholders

Fidelity®

Strategic Dividend & Income®

Fund

Annual Report

November 30, 2013

(Fidelity Cover Art)

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

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

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

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

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 November 30, 2013	Past 1 year	Past 5 years	Life of fund ^A
Fidelity® Strategic Dividend & Income® Fund	17.48%	18.60%	7.08%

^AFrom December 23, 2003.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Strategic Dividend & Income® Fund, a class of the fund, 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 S&P 500® Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: The global economic recovery pushed on during the 12-month period ending November 30, 2013, as ongoing monetary policies helped stimulate incremental growth in several key markets. Summer uncertainty over whether or when the U.S. Federal Reserve might begin tapering its sustaining bond-buying program and the potential for a U.S.-led military strike on Syria, along with the government shutdown and a contentious debt-ceiling battle in Washington, couldn't quell investors' upbeat sentiment and willingness to take on more risk in pursuit of higher returns. Among the asset classes that constitute the FidelityStrategic Dividend & Income Composite Index^SM, large-cap dividend-paying equities and convertible securities were pushed to the head of the pack by investor demand for riskier assets, with the MSCI® USA High Dividend Yield Index and The BofA Merrill Lynch^SM All US Convertibles Index advancing 26.74% and 25.14%, respectively. Real estate investment trusts (REITs) experienced a much more muted advance, as the threat of rising interest rates in the latter half of the reporting period dampened the group's strong first-half gain. Accordingly, the FTSE® NAREIT® Equity REITs Index rose 6.06% for the full year. High-quality preferred stocks - which behave more like bonds - were most negatively affected by investors' concern about rising rates, and The BofA Merrill Lynch^SM Fixed Rate Preferred Securities Index returned -2.09%.

Comments from Joanna Bewick, Lead Portfolio Manager of Fidelity® Strategic Dividend & Income® Fund: For the year, the fund's Retail Class shares returned 17.48%, roughly in line with the 17.18% result of the Fidelity Strategic Dividend & Income Composite Index^SM. Positioning among preferred securities was the most helpful. We chose to underweight these defensive securities since their interest rate sensitivity had the potential to dampen performance in a rising-rate environment. From an absolute perspective, the dividend-paying equities subportfolio - which makes up 50% of the Composite benchmark - was the strongest-performing component of the Composite index, fueled by investors' appetite for income. Given the strong macroeconomic backdrop during the past year, including a healthy corporate sector, we overweighted this strong-performing subportfolio, to the fund's advantage versus its index. Looking at the individual subportfolios, the preferred securities sleeve benefited from exceptional security selection relative to its benchmark. On the flip side, security selection in the convertible securities and dividend-paying equities sleeves dampened relative performance.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2013 to November 30, 2013).

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 ^B	Beginning Account Value June 1, 2013	Ending Account Value November 30, 2013	Expenses Paid During Period* June 1, 2013 to November 30, 2013
Class A	1.04%
Actual		$ 1,000.00	$ 1,043.60	$ 5.33
Hypothetical^A		$ 1,000.00	$ 1,019.85	$ 5.27
Class T	1.30%
Actual		$ 1,000.00	$ 1,043.00	$ 6.66
Hypothetical^A		$ 1,000.00	$ 1,018.55	$ 6.58
Class B	1.88%
Actual		$ 1,000.00	$ 1,038.80	$ 9.61
Hypothetical^A		$ 1,000.00	$ 1,015.64	$ 9.50
Class C	1.80%
Actual		$ 1,000.00	$ 1,040.20	$ 9.21
Hypothetical^A		$ 1,000.00	$ 1,016.04	$ 9.10
Strategic Dividend and Income	.76%
Actual		$ 1,000.00	$ 1,045.60	$ 3.90
Hypothetical^A		$ 1,000.00	$ 1,021.26	$ 3.85
Institutional Class	.77%
Actual		$ 1,000.00	$ 1,045.60	$ 3.95
Hypothetical^A		$ 1,000.00	$ 1,021.21	$ 3.90

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Investment Changes (Unaudited)

Top Ten Investments as of November 30, 2013
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	3.3	2.8
Microsoft Corp.	3.0	3.0
Chevron Corp.	2.9	3.0
Procter & Gamble Co.	2.3	2.0
Johnson & Johnson	2.1	2.0
Exxon Mobil Corp.	1.8	1.3
Simon Property Group, Inc.	1.6	1.5
Cisco Systems, Inc.	1.6	1.4
The Coca-Cola Co.	1.4	1.5
Merck & Co., Inc.	1.4	1.5
	21.4
Top Five Market Sectors as of November 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	31.4	32.4
Information Technology	13.5	13.7
Health Care	12.6	11.3
Energy	9.3	8.5
Consumer Staples	8.8	9.6

Asset Allocation (% of fund's net assets)
As of November 30, 2013*			As of May 31, 2013**
	Common Stocks 66.9%			Common Stocks 64.9%
	Preferred Stocks 9.2%			Preferred Stocks 9.6%
	Convertible Bonds 10.6%			Convertible Bonds 9.9%
	Other Investments 10.9%			Other Investments 12.6%
	Short-Term Investments and Net Other Assets (Liabilities) 2.4%			Short-Term Investments and Net Other Assets (Liabilities) 3.0%
* Foreign investments		7.0%	** Foreign investments		5.0%

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Annual Report

Investments November 30, 2013

Showing Percentage of Net Assets

Corporate Bonds - 19.0%
		Principal Amount (e)		Value
Convertible Bonds - 10.6%
CONSUMER DISCRETIONARY - 0.3%
Automobiles - 0.0%
Ford Motor Co. 4.25% 11/15/16		$ 860,000		$ 1,735,996
Household Durables - 0.2%
M/I Homes, Inc. 3% 3/1/18		6,140,000		6,471,560
Media - 0.1%
Liberty Media Corp. 1.375% 10/15/23 (g)		2,800,000		2,886,240
TOTAL CONSUMER DISCRETIONARY				11,093,796
ENERGY - 1.5%
Oil, Gas & Consumable Fuels - 1.5%
Alpha Natural Resources, Inc. 3.75% 12/15/17		15,980,000		15,780,250
Chesapeake Energy Corp. 2.5% 5/15/37		17,920,000		18,427,136
Clean Energy Fuels Corp. 5.25% 10/1/18 (g)		1,000,000		1,002,400
Cobalt International Energy, Inc. 2.625% 12/1/19		7,970,000		7,920,188
Ship Finance International Ltd. 3.25% 2/1/18		14,180,000		14,823,772
				57,953,746
FINANCIALS - 0.7%
Insurance - 0.6%
Fidelity National Financial, Inc. 4.25% 8/15/18		15,470,000		23,418,486
Real Estate Management & Development - 0.1%
Forestar Group, Inc. 3.75% 3/1/20		4,340,000		4,723,656
TOTAL FINANCIALS				28,142,142
HEALTH CARE - 3.3%
Biotechnology - 0.9%
Array BioPharma, Inc. 3% 6/1/20		3,480,000		3,910,824
Cubist Pharmaceuticals, Inc.:
1.125% 9/1/18 (g)		2,800,000		3,157,000
1.875% 9/1/20 (g)		2,900,000		3,248,000
Gilead Sciences, Inc. 1.625% 5/1/16		2,900,000		9,533,292
InterMune, Inc. 2.5% 12/15/17		2,720,000		3,551,776
Theravance, Inc. 2.125% 1/15/23		6,060,000		9,264,225
				32,665,117
Health Care Equipment & Supplies - 0.5%
Teleflex, Inc. 3.875% 8/1/17		12,290,000		20,253,920
Corporate Bonds - continued
		Principal Amount (e)		Value
Convertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - 1.4%
HealthSouth Corp. 2% 12/1/43		$ 24,029,000		$ 26,643,355
Molina Healthcare, Inc. 1.125% 1/15/20 (g)		7,310,000		7,584,125
WellPoint, Inc. 2.75% 10/15/42		12,280,000		16,869,650
				51,097,130
Pharmaceuticals - 0.5%
Auxilium Pharmaceuticals, Inc. 1.5% 7/15/18		3,200,000		3,485,760
Isis Pharmaceuticals, Inc. 2.75% 10/1/19		2,000,000		4,862,500
ViroPharma, Inc. 2% 3/15/17		2,260,000		5,997,475
VIVUS, Inc. 4.5% 5/1/20 (g)		5,770,000		5,113,951
				19,459,686
TOTAL HEALTH CARE				123,475,853
INDUSTRIALS - 0.8%
Commercial Services & Supplies - 0.4%
Covanta Holding Corp. 3.25% 6/1/14		12,890,000		15,145,750
Construction & Engineering - 0.4%
Layne Christensen Co. 4.25% 11/15/18 (g)		6,140,000		6,116,975
MasTec, Inc.:
4% 6/15/14		2,580,000		5,205,150
4.25% 12/15/14		2,580,000		5,353,500
				16,675,625
TOTAL INDUSTRIALS				31,821,375
INFORMATION TECHNOLOGY - 3.2%
Communications Equipment - 0.7%
Ciena Corp. 3.75% 10/15/18 (g)		2,760,000		3,781,200
InterDigital, Inc. 2.5% 3/15/16		17,860,000		18,529,750
Liberty Interactive LLC 0.75% 3/30/43 (g)		4,600,000		5,750,230
				28,061,180
Computers & Peripherals - 0.6%
EMC Corp. 1.75% 1/1/14		14,650,000		21,841,685
Internet Software & Services - 0.1%
WebMD Health Corp. 1.5% 12/1/20 (g)		4,500,000		4,401,900
Corporate Bonds - continued
		Principal Amount (e)		Value
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 1.0%
GT Advanced Technologies, Inc. 3% 10/1/17		$ 12,855,000		$ 19,178,053
Intel Corp. 3.25% 8/1/39		14,220,000		18,113,436
				37,291,489
Software - 0.8%
Nuance Communications, Inc. 2.75% 11/1/31		14,260,000		13,618,300
TiVo, Inc. 4% 3/15/16 (g)		10,990,000		14,660,660
				28,278,960
TOTAL INFORMATION TECHNOLOGY				119,875,214
MATERIALS - 0.6%
Containers & Packaging - 0.5%
Owens-Brockway Glass Container, Inc. 3% 6/1/15 (g)		19,800,000		20,518,740
Metals & Mining - 0.1%
Horsehead Holding Corp. 3.8% 7/1/17		1,560,000		1,866,384
Paper & Forest Products - 0.0%
Rayonier TRS Holdings, Inc. 4.5% 8/15/15		1,330,000		1,832,075
TOTAL MATERIALS				24,217,199
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (g)		5,500,000		6,290,625
TOTAL CONVERTIBLE BONDS				402,869,950
Nonconvertible Bonds - 8.4%
CONSUMER DISCRETIONARY - 1.0%
Hotels, Restaurants & Leisure - 0.1%
MGM Mirage, Inc. 6.625% 7/15/15		3,200,000		3,448,000
Media - 0.9%
CCO Holdings LLC/CCO Holdings Capital Corp.:
5.25% 9/30/22		7,840,000		7,389,200
5.75% 1/15/24		2,570,000		2,422,225
7.25% 10/30/17		8,000,000		8,460,000
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - continued
Cequel Communications Escrow I LLC/Cequel Communications Escrow Capital Corp. 6.375% 9/15/20 (g)		$ 2,650,000		$ 2,736,125
Clear Channel Communications, Inc. 4.9% 5/15/15		4,725,000		4,559,625
Harron Communications LP/Harron Finance Corp. 9.125% 4/1/20 (g)		7,145,000		7,948,813
WMG Acquisition Corp. 11.5% 10/1/18		1,340,000		1,551,050
				35,067,038
TOTAL CONSUMER DISCRETIONARY				38,515,038
CONSUMER STAPLES - 0.5%
Food & Staples Retailing - 0.5%
BI-LO LLC/BI-LO Finance Corp. 9.25% 2/15/19 (g)		11,935,000		13,158,338
Tops Markets LLC 8.875% 12/15/17 (g)		3,760,000		4,126,600
				17,284,938
ENERGY - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
Alpha Natural Resources, Inc. 6% 6/1/19		21,100,000		18,409,750
FINANCIALS - 4.6%
Capital Markets - 0.3%
Chase Capital II 0.7419% 2/1/27 (i)		7,900,000		6,399,000
Chase Capital Trust VI 0.8669% 8/1/28 (i)		5,000,000		4,050,000
JPMorgan Chase Capital XXIII 1.2406% 5/15/77 (i)		2,500,000		1,853,125
Lehman Brothers Holdings, Inc. 1.0676% (d)(i)		1,000,000		0
				12,302,125
Commercial Banks - 2.0%
Bank of Ireland 10% 7/30/16	EUR	8,293,000		12,057,325
CIT Group, Inc. 4.75% 2/15/15 (g)		3,610,000		3,754,400
Corestates Capital II 0.8936% 1/15/27 (g)(i)		3,000,000		2,490,000
Corestates Capital III 0.8106% 2/15/27 (g)(i)		3,960,000		3,286,800
First Maryland Capital I 1.2436% 1/15/27 (i)		2,500,000		2,075,000
First Maryland Capital II 1.0919% 2/1/27 (i)		4,100,000		3,403,000
JPMorgan Chase Capital XXI 1.192% 1/15/87 (i)		12,500,000		9,312,500
PNC Capital Trust C 0.8312% 6/1/28 (i)		9,000,000		7,470,000
Wachovia Capital Trust II 0.7436% 1/15/27 (i)		32,014,000		26,571,620
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
Wells Fargo Capital II 0.7359% 1/30/27 (i)		$ 5,930,000		$ 4,921,900
Wells Fargo Capital X 5.95% 12/15/36		2,350,000		2,303,000
				77,645,545
Consumer Finance - 0.4%
Ally Financial, Inc. 4.75% 9/10/18		6,000,000		6,300,000
American Express Co. 6.8% 9/1/66 (i)		2,500,000		2,656,250
GMAC LLC 8% 11/1/31		3,900,000		4,650,750
				13,607,000
Diversified Financial Services - 1.9%
Central Fidelity Capital Trust I 1.2436% 4/15/27 (i)		2,500,000		2,075,000
General Electric Capital Corp. 7.125% (h)(i)		10,000,000		11,125,000
General Motors Financial Co., Inc. 2.75% 5/15/16 (g)		795,000		804,938
Goldman Sachs Capital II 4% (h)(i)		7,653,000		5,586,690
Goldman Sachs Capital III 4% (h)(i)		18,715,000		13,306,365
ILFC E-Capital Trust I 5.35% 12/21/65 (g)(i)		33,530,000		29,674,050
JPMorgan Chase Capital XIII 1.1981% 9/30/34 (i)		2,750,000		2,172,500
Transportation Union LLC/Transportation Union Financing Corp. 11.375% 6/15/18		4,945,000		5,427,138
TransUnion Holding Co., Inc. 9.625% 6/15/18 pay-in-kind		2,570,000		2,772,388
				72,944,069
TOTAL FINANCIALS				176,498,739
HEALTH CARE - 0.1%
Health Care Providers & Services - 0.1%
HealthSouth Corp. 5.75% 11/1/24		2,165,000		2,148,763
INDUSTRIALS - 0.8%
Commercial Services & Supplies - 0.0%
Garda World Security Corp. 7.25% 11/15/21 (g)		110,000		111,650
Construction & Engineering - 0.1%
MasTec, Inc. 4.875% 3/15/23		3,325,000		3,158,750
Marine - 0.4%
Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (g)		3,755,000		3,801,938
Navios Maritime Holdings, Inc. 8.125% 2/15/19		12,965,000		13,224,300
				17,026,238
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Trading Companies & Distributors - 0.3%
International Lease Finance Corp.:
8.25% 12/15/20		$ 705,000		$ 837,188
8.625% 9/15/15		5,000,000		5,568,750
8.875% 9/1/17		3,000,000		3,585,000
				9,990,938
TOTAL INDUSTRIALS				30,287,576
MATERIALS - 0.2%
Metals & Mining - 0.2%
Severstal Columbus LLC 10.25% 2/15/18		8,310,000		8,808,600
TELECOMMUNICATION SERVICES - 0.6%
Diversified Telecommunication Services - 0.3%
CenturyLink, Inc. 6.75% 12/1/23		4,000,000		4,090,000
Sprint Capital Corp. 6.875% 11/15/28		9,215,000		8,754,250
				12,844,250
Wireless Telecommunication Services - 0.3%
Intelsat Jackson Holdings SA 5.5% 8/1/23 (g)		2,945,000		2,819,838
Sprint Communications, Inc.:
6% 12/1/16		4,660,000		5,052,372
7% 8/15/20		1,500,000		1,612,500
T-Mobile U.S.A., Inc. 5.25% 9/1/18 (g)		585,000		609,863
				10,094,573
TOTAL TELECOMMUNICATION SERVICES				22,938,823
UTILITIES - 0.1%
Multi-Utilities - 0.1%
Wisconsin Energy Corp. 6.25% 5/15/67 (i)		3,000,000		3,071,250
TOTAL NONCONVERTIBLE BONDS				317,963,477
TOTAL CORPORATE BONDS (Cost $669,069,435)			720,833,427

Common Stocks - 66.9%
	Shares		Value
CONSUMER DISCRETIONARY - 4.0%
Diversified Consumer Services - 0.2%
H&R Block, Inc.	239,500		$ 6,679,655
Hotels, Restaurants & Leisure - 1.2%
Brinker International, Inc.	123,200		5,794,096
Cedar Fair LP (depositary unit)	124,800		6,215,040
Las Vegas Sands Corp.	68,800		4,931,584
McDonald's Corp.	235,900		22,969,583
Wyndham Worldwide Corp.	60,400		4,331,284
			44,241,587
Household Durables - 0.1%
Whirlpool Corp.	31,900		4,873,044
Media - 1.4%
Comcast Corp. Class A	462,100		23,044,927
Sinclair Broadcast Group, Inc. Class A	164,600		5,402,172
Time Warner Cable, Inc.	96,500		13,338,230
Time Warner, Inc.	103,400		6,794,414
Viacom, Inc. Class B (non-vtg.)	71,000		5,692,070
			54,271,813
Multiline Retail - 0.4%
Target Corp.	236,500		15,119,445
Specialty Retail - 0.4%
H&M Hennes & Mauritz AB (B Shares)	133,000		5,636,839
Home Depot, Inc.	76,600		6,179,322
Murphy U.S.A., Inc.	19,450		880,113
			12,696,274
Textiles, Apparel & Luxury Goods - 0.3%
Coach, Inc.	57,400		3,323,460
VF Corp.	37,600		8,820,208
			12,143,668
TOTAL CONSUMER DISCRETIONARY			150,025,486
CONSUMER STAPLES - 8.0%
Beverages - 2.8%
Anheuser-Busch InBev SA NV ADR	77,700		7,933,947
PepsiCo, Inc.	503,100		42,491,826
SABMiller PLC	72,100		3,719,822
The Coca-Cola Co.	1,348,400		54,192,196
			108,337,791
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food & Staples Retailing - 0.5%
Wal-Mart Stores, Inc.	247,800		$ 20,074,278
Food Products - 0.9%
Kellogg Co.	143,200		8,683,648
Mondelez International, Inc.	502,000		16,832,060
Unilever NV (NY Reg.)	216,400		8,495,864
			34,011,572
Household Products - 2.3%
Procter & Gamble Co.	1,034,158		87,096,787
Tobacco - 1.5%
British American Tobacco PLC sponsored ADR	103,800		11,037,054
Philip Morris International, Inc.	524,218		44,841,608
			55,878,662
TOTAL CONSUMER STAPLES			305,399,090
ENERGY - 7.0%
Energy Equipment & Services - 0.2%
Ensco PLC Class A	143,000		8,448,440
Oil, Gas & Consumable Fuels - 6.8%
Access Midstream Partners LP	137,300		7,712,141
Apache Corp.	113,663		10,399,028
Canadian Natural Resources Ltd.	170,600		5,616,289
Chevron Corp.	884,900		108,347,156
ConocoPhillips Co.	438,200		31,900,960
El Paso Pipeline Partners LP	76,629		3,186,234
Enterprise Products Partners LP	44,300		2,789,571
Exxon Mobil Corp.	749,800		70,091,304
Markwest Energy Partners LP	52,700		3,639,989
QEP Midstream Partners LP	26,600		602,224
Targa Resources Corp.	25,300		2,051,577
The Williams Companies, Inc.	251,400		8,854,308
Western Gas Partners LP	25,000		1,592,000
			256,782,781
TOTAL ENERGY			265,231,221
FINANCIALS - 19.7%
Capital Markets - 1.5%
BlackRock, Inc. Class A	70,200		21,253,050
Carlyle Group LP	183,700		5,970,250
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
KKR & Co. LP	546,700		$ 12,973,191
The Blackstone Group LP	536,500		15,333,170
			55,529,661
Commercial Banks - 1.8%
Commerce Bancshares, Inc.	94,158		4,248,409
Cullen/Frost Bankers, Inc. (f)	82,200		5,903,604
M&T Bank Corp.	123,600		14,258,496
National Penn Bancshares, Inc.	356,500		4,024,885
PNC Financial Services Group, Inc.	132,000		10,157,400
Svenska Handelsbanken AB (A Shares)	142,900		6,640,280
U.S. Bancorp	420,300		16,484,166
Wells Fargo & Co.	195,100		8,588,302
			70,305,542
Consumer Finance - 0.1%
Capital One Financial Corp.	68,100		4,878,003
Diversified Financial Services - 0.5%
JPMorgan Chase & Co.	147,100		8,417,062
The NASDAQ Stock Market, Inc.	224,600		8,824,534
			17,241,596
Insurance - 2.1%
ACE Ltd.	82,000		8,427,960
esure Group PLC	574,300		2,386,907
Marsh & McLennan Companies, Inc.	185,300		8,792,485
MetLife, Inc.	471,900		24,628,461
MetLife, Inc. unit	301,900		9,277,387
The Travelers Companies, Inc.	225,900		20,498,166
Zurich Insurance Group AG	23,062		6,434,664
			80,446,030
Real Estate Investment Trusts - 13.5%
Acadia Realty Trust (SBI)	198,513		5,155,383
Alexandria Real Estate Equities, Inc.	281,544		17,810,473
American Tower Corp.	36,300		2,823,051
AvalonBay Communities, Inc.	124,590		14,771,390
Boston Properties, Inc.	255,596		25,429,246
Camden Property Trust (SBI)	151,262		8,761,095
CBL & Associates Properties, Inc.	144,986		2,618,447
Cedar Shopping Centers, Inc.	492,209		2,854,812
Chesapeake Lodging Trust	332,622		7,939,687
Coresite Realty Corp.	153,075		4,953,507
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
Corrections Corp. of America	174,554		$ 5,821,376
Cousins Properties, Inc.	1,181,440		12,653,222
Douglas Emmett, Inc.	308,844		7,097,235
DuPont Fabros Technology, Inc.	167,372		3,928,221
Equity Lifestyle Properties, Inc.	129,327		4,591,109
Equity One, Inc.	513,048		11,492,275
Equity Residential (SBI)	270,515		13,942,343
Essex Property Trust, Inc.	123,102		18,688,115
Excel Trust, Inc.	84,377		988,898
First Industrial Realty Trust, Inc.	497,000		8,677,620
General Growth Properties, Inc.	266,786		5,535,810
Glimcher Realty Trust	1,091,128		10,594,853
HCP, Inc.	396,739		14,588,093
Health Care REIT, Inc.	140,596		7,871,970
Home Properties, Inc.	20,835		1,095,504
Host Hotels & Resorts, Inc.	639,297		11,769,458
Kite Realty Group Trust	527,134		3,452,728
LaSalle Hotel Properties (SBI)	350,613		10,981,199
Lexington Corporate Properties Trust	698,400		7,172,568
Mid-America Apartment Communities, Inc.	280,210		16,879,850
National Retail Properties, Inc. (f)	470,762		14,946,694
Piedmont Office Realty Trust, Inc. Class A	620,046		10,156,353
Prologis, Inc.	861,610		32,680,867
Public Storage	207,338		31,660,513
Retail Properties America, Inc.	293,500		3,912,355
Sabra Health Care REIT, Inc.	98,743		2,634,463
Senior Housing Properties Trust (SBI)	99,900		2,262,735
Simon Property Group, Inc.	412,015		61,740,448
SL Green Realty Corp.	239,423		21,660,599
Sun Communities, Inc.	81,582		3,328,546
Sunstone Hotel Investors, Inc.	463,462		6,057,448
Terreno Realty Corp.	50,700		897,897
UDR, Inc.	127,200		2,959,944
Ventas, Inc.	553,939		31,480,353
Vornado Realty Trust	25,514		2,243,446
Weyerhaeuser Co.	197,800		5,959,714
WP Carey, Inc.	126,400		7,934,128
			513,456,041
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - 0.2%
Forest City Enterprises, Inc. Class A (a)	353,040		$ 6,884,280
TOTAL FINANCIALS			748,741,153
HEALTH CARE - 8.6%
Biotechnology - 0.4%
Amgen, Inc.	138,600		15,811,488
Health Care Equipment & Supplies - 0.1%
Baxter International, Inc.	55,800		3,819,510
Health Care Providers & Services - 0.2%
Emeritus Corp. (a)	312,610		7,036,851
Pharmaceuticals - 7.9%
AbbVie, Inc.	670,900		32,505,105
Eli Lilly & Co.	361,200		18,139,464
Johnson & Johnson	832,944		78,846,479
Merck & Co., Inc.	1,081,290		53,880,681
Pfizer, Inc.	1,688,600		53,579,278
Roche Holding AG:
(participation certificate)	72,661		20,257,540
sponsored ADR	151,300		10,598,565
Sanofi SA sponsored ADR	305,200		16,123,716
Teva Pharmaceutical Industries Ltd. sponsored ADR	388,600		15,839,336
			299,770,164
TOTAL HEALTH CARE			326,438,013
INDUSTRIALS - 3.4%
Aerospace & Defense - 0.5%
Honeywell International, Inc.	112,400		9,948,524
United Technologies Corp.	81,300		9,012,918
			18,961,442
Air Freight & Logistics - 0.0%
Royal Mail PLC	136,000		1,235,079
Commercial Services & Supplies - 0.5%
KAR Auction Services, Inc.	79,000		2,179,610
Republic Services, Inc.	106,300		3,710,933
Waste Management, Inc.	150,800		6,888,544
West Corp.	249,700		5,750,591
			18,529,678
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - 0.6%
Eaton Corp. PLC	177,300		$ 12,882,618
Emerson Electric Co.	122,100		8,179,479
			21,062,097
Industrial Conglomerates - 1.2%
3M Co.	153,500		20,493,785
General Electric Co.	589,553		15,717,483
Siemens AG	67,795		8,948,473
			45,159,741
Machinery - 0.6%
Caterpillar, Inc.	69,600		5,888,160
Cummins, Inc.	58,800		7,782,768
Stanley Black & Decker, Inc.	86,800		7,064,652
Stanley Black & Decker, Inc. unit (a)	15,200		1,550,400
			22,285,980
TOTAL INDUSTRIALS			127,234,017
INFORMATION TECHNOLOGY - 10.1%
Communications Equipment - 1.6%
Cisco Systems, Inc.	2,732,200		58,059,250
Computers & Peripherals - 3.5%
Apple, Inc.	224,900		125,060,139
EMC Corp.	293,500		6,999,975
			132,060,114
IT Services - 1.0%
Accenture PLC Class A	65,200		5,051,044
Automatic Data Processing, Inc.	105,100		8,410,102
Fidelity National Information Services, Inc.	160,300		8,124,004
Paychex, Inc.	380,200		16,626,146
			38,211,296
Semiconductors & Semiconductor Equipment - 1.0%
Intel Corp.	1,625,200		38,744,768
Software - 3.0%
Microsoft Corp.	3,015,100		114,965,763
TOTAL INFORMATION TECHNOLOGY			382,041,191
Common Stocks - continued
	Shares		Value
MATERIALS - 1.4%
Chemicals - 1.1%
E.I. du Pont de Nemours & Co.	301,500		$ 18,506,070
Eastman Chemical Co.	56,400		4,344,492
LyondellBasell Industries NV Class A	150,700		11,631,026
Potash Corp. of Saskatchewan, Inc.	66,400		2,102,203
The Dow Chemical Co.	157,800		6,163,668
			42,747,459
Metals & Mining - 0.1%
Freeport-McMoRan Copper & Gold, Inc.	169,100		5,866,079
Paper & Forest Products - 0.2%
International Paper Co.	131,700		6,143,805
TOTAL MATERIALS			54,757,343
TELECOMMUNICATION SERVICES - 1.7%
Diversified Telecommunication Services - 0.9%
AT&T, Inc.	962,600		33,893,146
Wireless Telecommunication Services - 0.8%
Vodafone Group PLC	8,650,900		32,072,063
TOTAL TELECOMMUNICATION SERVICES			65,965,209
UTILITIES - 3.0%
Electric Utilities - 2.0%
American Electric Power Co., Inc.	174,100		8,193,146
Cleco Corp.	81,800		3,739,078
IDACORP, Inc.	153,900		7,953,552
ITC Holdings Corp.	61,200		5,537,376
NextEra Energy, Inc.	295,800		25,021,722
Northeast Utilities	236,099		9,698,947
Southern Co.	183,900		7,471,857
Xcel Energy, Inc.	355,300		9,955,506
			77,571,184
Gas Utilities - 0.2%
Atmos Energy Corp.	133,500		5,934,075
Multi-Utilities - 0.8%
CMS Energy Corp.	147,100		3,904,034
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Multi-Utilities - continued
NiSource, Inc.	270,700		$ 8,559,534
Sempra Energy	218,100		19,288,764
			31,752,332
TOTAL UTILITIES			115,257,591
TOTAL COMMON STOCKS (Cost $2,186,289,930)		2,541,090,314
Preferred Stocks - 9.2%

Convertible Preferred Stocks - 4.2%
CONSUMER DISCRETIONARY - 0.4%
Automobiles - 0.4%
General Motors Co. 4.75%	300,884		16,006,887
CONSUMER STAPLES - 0.3%
Food Products - 0.3%
Post Holdings, Inc. 3.75% (g)	96,800		11,646,008
FINANCIALS - 0.7%
Capital Markets - 0.0%
AMG Capital Trust I 5.10%	23,800		1,590,138
Commercial Banks - 0.3%
Wells Fargo & Co. 7.50%	8,190		9,223,988
Diversified Financial Services - 0.0%
Bank of America Corp. Series L, 7.25%	1,228		1,320,100
Real Estate Investment Trusts - 0.3%
Weyerhaeuser Co. Series A, 6.375%	199,100		10,882,806
Real Estate Management & Development - 0.1%
Forestar Group, Inc. 6.00% (a)	160,000		4,121,600
TOTAL FINANCIALS			27,138,632
HEALTH CARE - 0.2%
Health Care Equipment & Supplies - 0.2%
Alere, Inc. 3.00%	21,712		5,993,380
Preferred Stocks - continued
	Shares		Value
Convertible Preferred Stocks - continued
INDUSTRIALS - 0.4%
Aerospace & Defense - 0.4%
United Technologies Corp. 7.50%	234,600		$ 15,333,456
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Unisys Corp. Series A, 6.25%	49,200		3,667,860
TELECOMMUNICATION SERVICES - 0.3%
Wireless Telecommunication Services - 0.3%
Crown Castle International Corp. Series A, 4.50% (a)	122,000		12,243,920
UTILITIES - 1.8%
Electric Utilities - 0.8%
NextEra Energy, Inc.:
5.779% (a)	189,000		9,387,630
5.889%	186,100		10,412,295
PPL Corp. 8.75%	195,900		10,353,315
			30,153,240
Multi-Utilities - 1.0%
CenterPoint Energy, Inc. 2.00% ZENS	383,900		19,868,745
Dominion Resources, Inc.:
Series A, 6.125%	177,300		9,723,132
Series B, 6.00%	177,400		9,702,006
			39,293,883
TOTAL UTILITIES			69,447,123
TOTAL CONVERTIBLE PREFERRED STOCKS			161,477,266
Nonconvertible Preferred Stocks - 5.0%
ENERGY - 0.1%
Energy Equipment & Services - 0.1%
NuStar Logistics LP 7.625%	180,000		4,644,000
FINANCIALS - 4.3%
Capital Markets - 0.1%
Goldman Sachs Group, Inc. 5.95%	65,219		1,433,514
Morgan Stanley Capital I Trust 6.60%	140,000		3,487,400
			4,920,914
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Commercial Banks - 0.3%
HSBC Holdings PLC Series B, 8.00%	45,400		$ 1,223,530
SunTrust Banks, Inc. Series E, 5.875%	80,000		1,713,600
U.S. Bancorp:
Series A, 3.50%	11,890		8,691,590
Series H, 5.15%	40,000		834,800
			12,463,520
Consumer Finance - 1.6%
Ally Financial, Inc.:
7.00% (g)	46,758		44,887,680
Series A, 8.50%	410,000		10,975,700
HSBC U.S.A., Inc. Series F, 3.87%	300,000		5,730,000
			61,593,380
Diversified Financial Services - 1.1%
Barclays Bank PLC:
Series 2, 6.625%	47,200		1,146,488
Series 4, 7.75%	247,800		6,274,296
Citigroup, Inc.:
Series C, 5.80%	200,000		4,214,000
Series J, 7.125% (a)	120,000		3,142,800
GMAC Capital Trust I Series 2, 8.125%	900,698		24,174,734
JPMorgan Chase Capital XXIX 6.70%	155,000		4,003,650
			42,955,968
Insurance - 0.1%
MetLife, Inc. Series B, 6.50%	111,000		2,762,790
Real Estate Investment Trusts - 1.0%
Chesapeake Lodging Trust Series A, 7.75%	50,000		1,241,500
Digital Realty Trust, Inc. Series G, 5.875%	140,000		2,720,200
Health Care REIT, Inc. Series J, 6.50%	12,000		288,480
Hersha Hospitality Trust:
Series B, 8.00%	48,200		1,221,870
Series C, 6.875%	50,000		1,155,000
Hospitality Properties Trust Series D, 7.125%	60,000		1,494,000
Kimco Realty Corp. Series K, 5.625%	120,000		2,426,400
Public Storage:
Series T, 5.75%	44,000		956,560
Series V, 5.375%	200,000		4,140,000
Sabra Health Care REIT, Inc. Series A, 7.125%	485,000		11,800,050
SL Green Realty Corp. Series I, 6.50%	60,000		1,332,000
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Sunstone Hotel Investors, Inc. Series D, 8.00%	226,218		$ 5,743,675
Vornado Realty Trust Series L, 5.40%	80,000		1,581,600
			36,101,335
Real Estate Management & Development - 0.1%
Ventas Realty LP/Ventas Capital Corp. 5.45%	60,000		1,314,000
TOTAL FINANCIALS			162,111,907
INDUSTRIALS - 0.1%
Commercial Services & Supplies - 0.1%
Pitney Bowes, Inc. 6.70%	120,000		2,992,800
TELECOMMUNICATION SERVICES - 0.1%
Diversified Telecommunication Services - 0.1%
Qwest Corp. 6.125%	160,000		3,209,600
UTILITIES - 0.4%
Electric Utilities - 0.4%
Duquesne Light Co. 6.50%	141,050		7,052,500
Gulf Power Co. 5.60%	30,000		2,670,000
Southern California Edison Co.:
5.349%	44,479		4,497,716
Series D, 6.50%	12,500		1,215,625
			15,435,841
TOTAL NONCONVERTIBLE PREFERRED STOCKS			188,394,148
TOTAL PREFERRED STOCKS (Cost $327,034,463)		349,871,414

Bank Loan Obligations - 1.1%
	Principal Amount
CONSUMER DISCRETIONARY - 0.1%
Media - 0.1%
Nielsen Finance LLC Tranche E, term loan 2.9175% 5/1/16 (i)	$ 3,970,000		3,974,963
Bank Loan Obligations - continued
	Principal Amount		Value
ENERGY - 0.2%
Oil, Gas & Consumable Fuels - 0.2%
Chesapeake Energy Corp. Tranche B, term loan 5.75% 12/2/17 (i)	$ 2,300,000		$ 2,343,240
Ruby Western Pipeline Holdings LLC Tranche B, term loan 3.5% 3/27/20 (i)	3,308,805		3,321,213
			5,664,453
HEALTH CARE - 0.4%
Health Care Providers & Services - 0.4%
HCA, Inc. Tranche B 4LN, term loan 2.914% 5/1/18 (i)	16,295,000		16,275,446
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Computer Discount Warehouse (CDW) LLC, Tranche B, term loan 3.25% 4/29/20 (i)	2,487,502		2,475,064
UTILITIES - 0.3%
Electric Utilities - 0.3%
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (i)	12,358,839		12,498,493
TOTAL BANK LOAN OBLIGATIONS (Cost $40,768,090)		40,888,419

Preferred Securities - 1.4%

CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
NBCUniversal Enterprise, Inc. 5.25% (g)(h)	975,000		985,266
FINANCIALS - 1.4%
Commercial Banks - 0.4%
PNC Preferred Funding Trust I 1.9044% (g)(h)(i)	3,450,000		3,015,398
SunTrust Preferred Capital I 4% 12/15/49 (i)	6,866,000		5,345,562
USB Capital IX 3.5% (h)(i)	8,625,000		6,766,911
			15,127,871
Diversified Financial Services - 1.0%
Citigroup, Inc. 5.35% (h)(i)	3,000,000		2,654,594
General Electric Capital Corp. 5.25% (h)(i)	5,000,000		4,854,959
JPMorgan Chase & Co.:
5.15% (h)(i)	15,000,000		13,564,019
Preferred Securities - continued
	Principal Amount		Value
FINANCIALS - continued
Diversified Financial Services - continued
JPMorgan Chase & Co.: - continued
7.9% (h)(i)	$ 6,250,000		$ 6,949,657
Wachovia Capital Trust III 5.5698% (h)(i)	8,091,000		7,625,873
			35,649,102
TOTAL FINANCIALS			50,776,973
TOTAL PREFERRED SECURITIES (Cost $52,586,682)		51,762,239
Money Market Funds - 2.3%
	Shares
Fidelity Cash Central Fund, 0.10% (b)	78,719,364		78,719,364
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	9,521,375		9,521,375
TOTAL MONEY MARKET FUNDS (Cost $88,240,739)		88,240,739
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $3,363,989,339)			3,792,686,552
NET OTHER ASSETS (LIABILITIES) - 0.1%			5,297,105
NET ASSETS - 100%		$ 3,797,983,657

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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.

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

(e) Amount is stated in United States dollars unless otherwise noted.

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $220,369,751 or 5.8% of net assets.

(h) Security is perpetual in nature with no stated maturity date.

(i) 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	$ 153,109
Fidelity Securities Lending Cash Central Fund	24,816
Total	$ 177,925

Other Information

The following is a summary of the inputs used, as of November 30, 2013, 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, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 166,032,373	$ 166,032,373	$ -	$ -
Consumer Staples	317,045,098	305,399,090	11,646,008	-
Energy	269,875,221	269,875,221	-	-
Financials	937,991,692	867,232,081	70,759,611	-
Health Care	332,431,393	332,431,393	-	-
Industrials	145,560,273	136,611,800	8,948,473	-
Information Technology	385,709,051	385,709,051	-	-
Materials	54,757,343	54,757,343	-	-
Telecommunication Services	81,418,729	37,102,746	44,315,983	-
Utilities	200,140,555	149,783,700	50,356,855	-
Corporate Bonds	720,833,427	-	720,833,427	-
Bank Loan Obligations	40,888,419	-	40,888,419	-
Preferred Securities	51,762,239	-	50,776,973	985,266
Money Market Funds	88,240,739	88,240,739	-	-
Total Investments in Securities:	$ 3,792,686,552	$ 2,793,175,537	$ 998,525,749	$ 985,266

Other Information

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

AAA,AA,A	2.1%
BBB	3.6%
BB	4.6%
B	5.8%
CCC,CC,C	0.9%
Not Rated	4.5%
Equities	76.1%
Short-Term Investments and Net Other Assets	2.4%
	100.0%

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

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2013

Assets
Investment in securities, at value (including securities loaned of $9,166,330) - See accompanying schedule: Unaffiliated issuers (cost $3,275,748,600)	$ 3,704,445,813
Fidelity Central Funds (cost $88,240,739)	88,240,739
Total Investments (cost $3,363,989,339)		$ 3,792,686,552
Cash		313,238
Receivable for investments sold		12,605,766
Receivable for fund shares sold		2,486,124
Dividends receivable		8,295,300
Interest receivable		7,518,384
Distributions receivable from Fidelity Central Funds		10,059
Prepaid expenses		10,538
Other receivables		15,182
Total assets		3,823,941,143

Liabilities
Payable for investments purchased	$ 10,177,273
Payable for fund shares redeemed	3,347,997
Accrued management fee	1,741,169
Distribution and service plan fees payable	400,184
Other affiliated payables	638,734
Other payables and accrued expenses	130,754
Collateral on securities loaned, at value	9,521,375
Total liabilities		25,957,486

Net Assets		$ 3,797,983,657
Net Assets consist of:
Paid in capital		$ 3,306,989,174
Undistributed net investment income		18,296,243
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		43,992,499
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		428,705,741
Net Assets		$ 3,797,983,657

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

Annual Report

Statement of Assets and Liabilities - continued

	November 30, 2013

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($530,203,212 ÷ 37,813,444 shares)		$ 14.02

Maximum offering price per share (100/94.25 of $14.02)		$ 14.88
Class T: Net Asset Value and redemption price per share ($174,568,323 ÷ 12,454,462 shares)		$ 14.02

Maximum offering price per share (100/96.50 of $14.02)		$ 14.53
Class B: Net Asset Value and offering price per share ($11,911,647 ÷ 850,578 shares)^A		$ 14.00

Class C: Net Asset Value and offering price per share ($253,825,116 ÷ 18,171,061 shares)^A		$ 13.97

Strategic Dividend and Income: Net Asset Value, offering price and redemption price per share ($2,581,719,213 ÷ 183,240,919 shares)		$ 14.09

Institutional Class: Net Asset Value, offering price and redemption price per share ($245,756,146 ÷ 17,471,733 shares)		$ 14.07

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

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended November 30, 2013

Investment Income
Dividends		$ 91,751,464
Interest		29,787,025
Income from Fidelity Central Funds		177,925
Total income		121,716,414

Expenses
Management fee	$ 20,238,332
Transfer agent fees	6,756,336
Distribution and service plan fees	4,061,724
Accounting and security lending fees	1,010,653
Custodian fees and expenses	87,731
Independent trustees' compensation	13,515
Registration fees	301,148
Audit	81,571
Legal	9,109
Miscellaneous	27,739
Total expenses before reductions	32,587,858
Expense reductions	(255,383)	32,332,475
Net investment income (loss)		89,383,939
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	224,317,151
Foreign currency transactions	(176,569)
Futures contracts	1,058,593
Total net realized gain (loss)		225,199,175
Change in net unrealized appreciation (depreciation) on: Investment securities	242,080,867
Assets and liabilities in foreign currencies	7,260
Total change in net unrealized appreciation (depreciation)		242,088,127
Net gain (loss)		467,287,302
Net increase (decrease) in net assets resulting from operations		$ 556,671,241

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

Annual Report

Statement of Changes in Net Assets

	Year ended November 30, 2013	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 89,383,939	$ 66,458,915
Net realized gain (loss)	225,199,175	97,652,651
Change in net unrealized appreciation (depreciation)	242,088,127	160,863,707
Net increase (decrease) in net assets resulting from operations	556,671,241	324,975,273
Distributions to shareholders from net investment income	(84,894,576)	(58,382,786)
Share transactions - net increase (decrease)	351,154,912	1,260,938,289
Total increase (decrease) in net assets	822,931,577	1,527,530,776

Net Assets
Beginning of period	2,975,052,080	1,447,521,304
End of period (including undistributed net investment income of $18,296,243 and undistributed net investment income of $14,082,357, respectively)	$ 3,797,983,657	$ 2,975,052,080

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

Annual Report

Financial Highlights - Class A

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.24	$ 10.77	$ 10.23	$ 9.13	$ 6.87
Income from Investment Operations
Net investment income (loss) ^C	.31	.31	.30	.23 ^F	.23
Net realized and unrealized gain (loss)	1.77	1.45	.55	1.05	2.25
Total from investment operations	2.08	1.76	.85	1.28	2.48
Distributions from net investment income	(.30)	(.29)	(.31)	(.18)	(.22)
Net asset value, end of period	$ 14.02	$ 12.24	$ 10.77	$ 10.23	$ 9.13
Total Return ^{A, B}	17.17%	16.47%	8.30%	14.16%	37.12%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.05%	1.09%	1.14%	1.16%	1.21%
Expenses net of fee waivers, if any	1.05%	1.09%	1.14%	1.16%	1.21%
Expenses net of all reductions	1.04%	1.09%	1.14%	1.16%	1.21%
Net investment income (loss)	2.28%	2.60%	2.76%	2.38% ^F	3.08%
Supplemental Data
Net assets, end of period (000 omitted)	$ 530,203	$ 353,726	$ 125,190	$ 77,340	$ 74,580
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

^D Fees and expenses of 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.

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

^F Investment 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 1.98%.

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

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

Annual Report

Financial Highlights - Class T

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.24	$ 10.77	$ 10.22	$ 9.12	$ 6.87
Income from Investment Operations
Net investment income (loss) ^C	.27	.28	.27	.21 ^F	.21
Net realized and unrealized gain (loss)	1.77	1.44	.56	1.05	2.25
Total from investment operations	2.04	1.72	.83	1.26	2.46
Distributions from net investment income	(.26)	(.25)	(.28)	(.16)	(.21)
Net asset value, end of period	$ 14.02	$ 12.24	$ 10.77	$ 10.22	$ 9.12
Total Return ^{A, B}	16.86%	16.16%	8.14%	13.92%	36.63%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.31%	1.35%	1.37%	1.39%	1.45%
Expenses net of fee waivers, if any	1.31%	1.35%	1.37%	1.39%	1.45%
Expenses net of all reductions	1.30%	1.35%	1.37%	1.39%	1.45%
Net investment income (loss)	2.02%	2.34%	2.52%	2.16% ^F	2.84%
Supplemental Data
Net assets, end of period (000 omitted)	$ 174,568	$ 123,395	$ 78,994	$ 59,931	$ 60,134
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.22	$ 10.75	$ 10.20	$ 9.10	$ 6.85
Income from Investment Operations
Net investment income (loss) ^C	.19	.21	.21	.16 ^F	.17
Net realized and unrealized gain (loss)	1.77	1.45	.55	1.05	2.25
Total from investment operations	1.96	1.66	.76	1.21	2.42
Distributions from net investment income	(.18)	(.19)	(.21)	(.11)	(.17)
Net asset value, end of period	$ 14.00	$ 12.22	$ 10.75	$ 10.20	$ 9.10
Total Return ^{A, B}	16.13%	15.51%	7.48%	13.31%	36.06%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.89%	1.91%	1.93%	1.94%	1.98%
Expenses net of fee waivers, if any	1.89%	1.91%	1.93%	1.94%	1.98%
Expenses net of all reductions	1.89%	1.91%	1.92%	1.94%	1.98%
Net investment income (loss)	1.44%	1.78%	1.97%	1.60% ^F	2.31%
Supplemental Data
Net assets, end of period (000 omitted)	$ 11,912	$ 13,962	$ 12,754	$ 15,442	$ 16,098
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

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

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

Annual Report

Financial Highlights - Class C

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.20	$ 10.75	$ 10.21	$ 9.11	$ 6.85
Income from Investment Operations
Net investment income (loss) ^C	.20	.22	.22	.16 ^F	.18
Net realized and unrealized gain (loss)	1.77	1.44	.55	1.05	2.25
Total from investment operations	1.97	1.66	.77	1.21	2.43
Distributions from net investment income	(.20)	(.21)	(.23)	(.11)	(.17)
Net asset value, end of period	$ 13.97	$ 12.20	$ 10.75	$ 10.21	$ 9.11
Total Return ^{A, B}	16.31%	15.54%	7.54%	13.33%	36.15%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.81%	1.84%	1.88%	1.91%	1.96%
Expenses net of fee waivers, if any	1.81%	1.84%	1.88%	1.91%	1.96%
Expenses net of all reductions	1.80%	1.84%	1.87%	1.91%	1.96%
Net investment income (loss)	1.53%	1.85%	2.02%	1.63% ^F	2.33%
Supplemental Data
Net assets, end of period (000 omitted)	$ 253,825	$ 140,428	$ 59,464	$ 39,889	$ 39,920
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

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

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

Annual Report

Financial Highlights - Strategic Dividend and Income

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.30	$ 10.82	$ 10.27	$ 9.16	$ 6.90
Income from Investment Operations
Net investment income (loss) ^B	.34	.34	.33	.27 ^E	.26
Net realized and unrealized gain (loss)	1.78	1.45	.56	1.05	2.25
Total from investment operations	2.12	1.79	.89	1.32	2.51
Distributions from net investment income	(.33)	(.31)	(.34)	(.21)	(.25)
Net asset value, end of period	$ 14.09	$ 12.30	$ 10.82	$ 10.27	$ 9.16
Total Return ^A	17.48%	16.77%	8.69%	14.57%	37.37%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.77%	.81%	.84%	.86%	.93%
Expenses net of fee waivers, if any	.77%	.81%	.84%	.86%	.93%
Expenses net of all reductions	.76%	.80%	.84%	.86%	.92%
Net investment income (loss)	2.56%	2.89%	3.06%	2.68% ^E	3.36%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,581,720	$ 2,190,089	$ 1,138,764	$ 542,828	$ 444,401
Portfolio turnover rate ^D	64%	50%	56%	130%	100%

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

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

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

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

^E Investment 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 2.28%.

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.28	$ 10.80	$ 10.26	$ 9.15	$ 6.89
Income from Investment Operations
Net investment income (loss) ^B	.34	.34	.33	.27 ^E	.25
Net realized and unrealized gain (loss)	1.78	1.46	.55	1.06	2.26
Total from investment operations	2.12	1.80	.88	1.33	2.51
Distributions from net investment income	(.33)	(.32)	(.34)	(.22)	(.25)
Net asset value, end of period	$ 14.07	$ 12.28	$ 10.80	$ 10.26	$ 9.15
Total Return ^A	17.50%	16.83%	8.61%	14.61%	37.44%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.78%	.81%	.83%	.83%	.91%
Expenses net of fee waivers, if any	.78%	.81%	.83%	.83%	.91%
Expenses net of all reductions	.77%	.81%	.82%	.83%	.91%
Net investment income (loss)	2.55%	2.88%	3.07%	2.71% ^E	3.38%
Supplemental Data
Net assets, end of period (000 omitted)	$ 245,756	$ 153,453	$ 32,356	$ 19,705	$ 16,397
Portfolio turnover rate ^D	64%	50%	56%	130%	100%

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2013

1. Organization.

Fidelity Strategic Dividend & Income Fund (the Fund) is a fund of Fidelity Salem Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Strategic Dividend & Income and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are 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.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser 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 the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website 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 website or upon request.

3. Significant Accounting Policies.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment 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 currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 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 may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

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, bank loan obligations 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. 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. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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 November 30, 2013, is included at the end of the Fund's Schedule of Investments.

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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 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.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. 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 U.S. Federal income taxes is required. As of November 30, 2013, 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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The 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.

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

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

Book-tax differences are primarily due to futures contracts, foreign currency transactions, market discount, contingent interest, equity-debt classifications, 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	$ 482,931,795
Gross unrealized depreciation	(60,488,215)
Net unrealized appreciation (depreciation) on securities and other investments	$ 422,443,580

Tax Cost	$ 3,370,242,972

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

Undistributed ordinary income	$ 16,120,171
Undistributed long-term capital gain	$ 53,230,519
Net unrealized appreciation (depreciation)	$ 422,452,108

The tax character of distributions paid was as follows:

	November 30, 2013	November 30, 2012
Ordinary Income	$ 84,894,576	$ 58,382,786

Annual Report

Notes to Financial Statements - continued

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 did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create 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 expects that the impact of the updates' adoption will be limited to additional financial statement disclosures as applicable.

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 asset 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.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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 may be mitigated by 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 daily 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, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

Any open futures contracts at period end are presented 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 or index at period end.

During the period the Fund recognized net realized gain (loss) of $1,058,593 related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,631,784,513 and $2,240,213,907, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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 .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .55% 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 the investment adviser, 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.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 1,156,837	$ 54,762
Class T	.25%	.25%	770,928	3,061
Class B	.75%	.25%	134,212	100,977
Class C	.75%	.25%	1,999,747	757,644
			$ 4,061,724	$ 916,444

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.

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

	Retained by FDC
Class A	$ 407,626
Class T	72,129
Class B*	11,212
Class C*	41,076
	$ 532,043

* 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 the investment adviser, 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.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 960,777	.21
Class T	331,533	.21
Class B	40,014	.30
Class C	433,432	.22
Strategic Dividend and Income	4,574,099	.18
Institutional Class	416,481	.19
	$ 6,756,336

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, 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. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $40,469 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser 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 $7,529 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)

Annual Report

8. Security Lending - continued

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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. 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 $24,816. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $225,013 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $30,370.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2013	2012
From net investment income
Class A	$ 10,120,177	$ 5,694,746
Class T	2,956,049	2,191,209
Class B	177,929	221,175
Class C	3,025,398	1,765,285
Strategic Dividend and Income	63,285,770	46,042,179
Institutional Class	5,329,253	2,468,192
Total	$ 84,894,576	$ 58,382,786

Annual Report

Notes to Financial Statements - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2013	2012	2013	2012
Class A
Shares sold	18,683,613	21,215,243	$ 249,130,521	$ 249,241,343
Reinvestment of distributions	624,505	402,804	8,184,328	4,728,371
Shares redeemed	(10,385,619)	(4,345,902)	(138,868,091)	(51,525,276)
Net increase (decrease)	8,922,499	17,272,145	$ 118,446,758	$ 202,444,438
Class T
Shares sold	5,180,462	4,187,256	$ 69,025,969	$ 49,247,460
Reinvestment of distributions	203,617	167,848	2,666,035	1,952,936
Shares redeemed	(3,012,495)	(1,607,633)	(40,049,362)	(19,046,448)
Net increase (decrease)	2,371,584	2,747,471	$ 31,642,642	$ 32,153,948
Class B
Shares sold	181,589	345,414	$ 2,409,278	$ 3,980,028
Reinvestment of distributions	11,527	15,998	149,790	184,295
Shares redeemed	(485,149)	(405,263)	(6,427,856)	(4,735,580)
Net increase (decrease)	(292,033)	(43,851)	$ (3,868,788)	$ (571,257)
Class C
Shares sold	9,216,026	7,747,195	$ 122,907,375	$ 90,662,898
Reinvestment of distributions	191,317	123,791	2,508,939	1,445,283
Shares redeemed	(2,743,169)	(1,896,034)	(36,568,038)	(22,335,151)
Net increase (decrease)	6,664,174	5,974,952	$ 88,848,276	$ 69,773,030
Strategic Dividend and Income
Shares sold	84,308,226	116,328,586	$ 1,117,201,514	$ 1,362,994,048
Reinvestment of distributions	4,395,083	3,588,133	57,704,962	42,115,378
Shares redeemed	(83,529,229)	(47,124,625)	(1,123,575,306)	(559,602,248)
Net increase (decrease)	5,174,080	72,792,094	$ 51,331,170	$ 845,507,178

Annual Report

11. Share Transactions - continued

	Shares		Dollars
Years ended November 30,	2013	2012	2013	2012
Institutional Class
Shares sold	11,198,221	12,936,377	$ 148,858,109	$ 151,680,912
Reinvestment of distributions	250,170	130,170	3,295,370	1,540,732
Shares redeemed	(6,472,819)	(3,565,221)	(87,398,625)	(41,590,692)
Net increase (decrease)	4,975,572	9,501,326	$ 64,754,854	$ 111,630,952

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 Salem Street Trust and the Shareholders of Fidelity Strategic Dividend & Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Strategic Dividend & Income Fund (a fund of Fidelity Salem Street Trust) at November 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Strategic Dividend & Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2013 by correspondence with the custodian, agent banks and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 15, 2014

Annual Report

Trustees and Officers

The Trustees and 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 and Elizabeth S. Acton, each of the Trustees oversees 223 funds. Mr. Curvey oversees 396 funds. Ms. Acton oversees 205 funds.

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) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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. Abigail P. Johnson 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. Albert R. Gamper, Jr. 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 investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other 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 and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has 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. 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 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Abigail P. Johnson (1961)
Year of Election or Appointment: 2009 Trustee Chairman of the Board of Trustees
	Ms. Johnson also serves as Trustee of other Fidelity funds. Ms. Johnson serves as President of FMR LLC (2013-present), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

* 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, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Elizabeth S. Acton (1951)
Year of Election or Appointment: 2013 Trustee
	Ms. Acton also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present).
Albert R. Gamper, Jr. (1942)
Year of Election or Appointment: 2006 Trustee Chairman of the Independent Trustees
	Mr. Gamper also serves as Trustee of other Fidelity funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of certain Fidelity funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).
Robert F. Gartland (1951)
Year of Election or Appointment: 2010 Trustee
	Mr. Gartland also serves as Trustee of other Fidelity funds. Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).
Arthur E. Johnson (1947)
Year of Election or Appointment: 2008 Trustee
	Mr. Johnson also serves as Trustee of other Fidelity funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.
Michael E. Kenneally (1954)
Year of Election or Appointment: 2009 Trustee
	Mr. Kenneally also serves as Trustee of other Fidelity funds. Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity funds before joining the Board of Trustees (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.
James H. Keyes (1940)
Year of Election or Appointment: 2007 Trustee
	Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (1946)
Year of Election or Appointment: 2001 Trustee Vice Chairman of the Independent Trustees
	Ms. Knowles also serves as Trustee of other Fidelity funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002).
Kenneth L. Wolfe (1939)
Year of Election or Appointment: 2005 Trustee
	Mr. Wolfe also serves as Trustee of other Fidelity funds. Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of other Fidelity funds (2008-2012).

Officers:

Correspondence intended for each officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2013 Assistant Secretary
	Mr. Bryant also serves as an officer of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC. Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2013 President and Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Bruce T. Herring (1965)
Year of Election or Appointment: 2013 Vice President of Fidelity's Asset Allocation Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Charles S. Morrison (1960)
Year of Election or Appointment: 2012 Vice President
	Mr. Morrison also serves as Vice President of other funds. He serves as President, Fixed Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Fixed Income Division.
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2009 Assistant Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Gary W. Ryan (1958)
Year of Election or Appointment: 2005 Assistant Treasurer
	Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Stephen Sadoski (1971)
Year of Election or Appointment: 2013 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Assistant Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Michael H. Whitaker (1967)
Year of Election or Appointment: 2008 Chief Compliance Officer
	Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Derek L. Young (1964)
Year of Election or Appointment: 2009 Vice President of Fidelity's Asset Allocation Funds
	Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

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

Pay Date	Record Date	Dividends	Capital Gains
12/16/2013	12/13/2013	$0.097	$0.110
01/13/2014	01/10/2014	$0.000	$0.089

The fund hereby designates a capital gain with respect to the taxable year ended November 30, 2013 $81,105,000, or, if subsequently determined to be different, the net capital gain of such year.

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.

Fidelity Strategic Dividend & Income Fund designates 18%, 82%, 82%, and 82% of the dividends distributed in December 2012, April 2013, July 2013 and October 2013, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Fidelity Strategic Dividend & Income Fund designates 19%, 90%, 90%, and 90% of the dividends distributed in December 2012, April 2013, July 2013 and October 2013, respectively, during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Strategic Dividend & Income Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the 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, covers an extensive agenda of topics and materials and 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 four standing committees, Operations, Audit, Fair Valuation, and Governance and Nominating, 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 Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. 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 September 2013 meeting, the Board, 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 was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was 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, was 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, which is part of the Fidelity family of funds.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), 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 reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also 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. Further, the Board 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 Fidelity's 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 to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (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 portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (v) rationalizing product lines and gaining increased efficiencies through the combination of several funds with other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; and (xi) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

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 and its performance history.

Annual Report

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund for different time periods, measured against one or more securities market indices, including a customized blended index representative of the fund's asset classes (each a "benchmark index") and a peer group of mutual funds with similar objectives ("peer group"). In its evaluation of fund investment performance at meetings throughout the year, the Board gave particular attention to information indicating underperformance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for such underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on gross performance (before fees and expenses but after transaction costs) compared to appropriate benchmark indices, over appropriate time periods that may include full market cycles, and on net performance (after fees and expenses) compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; expectations for interest rate levels and credit conditions; issuer-specific information including credit quality; tactical opportunities for investment; and fund cash flows and other factors. Depending on the circumstances, the Independent Trustees may be satisfied with a fund's performance notwithstanding that it lags its benchmark index or peer group for certain periods.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods.

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 investment mandates. 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. "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 hypothetical TMG % of 50% would mean that half of the funds in the Total Mapped Group had higher, and half had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, 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 rate ranked, is also included in the chart and considered by the Board.

Fidelity Strategic Dividend & Income Fund

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Annual Report

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

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, Institutional Class, and the retail class ranked below its competitive median for 2012, the total expense ratio of Class C ranked equal to its competitive median for 2012, and the total expense ratio of each of Class T and Class B ranked above its competitive median for 2012. The Board considered that, in general, various factors 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 as compared to most competitor funds. 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 the 12b-1 fees of the no-load classes with which it competes in the retirement plan market. 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.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other mutual funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity 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 the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

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

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 Fidelity 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.

Annual Report

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.

Amendment to Description of Group Fee Rate. At its September 2013 meeting, the Board voted to approve an amendment to the fund's management contract to modify the description of the "group fee rate." The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which FMR has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. The Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

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) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures, including the group fee structure and definition of group assets, and the rationale for recommending different fees among different categories of funds and classes; (vi) Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes as well as contractual waivers in place for certain funds; (vii) the methodology with respect to competitive fund data and peer group classifications; (viii) Fidelity's transfer agent fee, expense, and service structures for different funds and classes, and the impact of the increased use of omnibus accounts; and (ix) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends and methodologies for total expense competitive comparisons, and actions that might be taken by Fidelity to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

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SDI-UANN-0114
1.802527.109

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

Strategic Dividend & Income®

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

Annual Report

November 30, 2013

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes
of Fidelity® Strategic
Dividend & Income® Fund

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.

Annual Report

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 Returns

Periods ended November 30, 2013	Past 1 year	Past 5 years	Life of fund^A
Class A (incl. 5.75% sales charge)	10.43%	16.87%	6.12%
Class T (incl. 3.50% sales charge)	12.77%	17.13%	6.12%
Class B (incl. contingent deferred sales charge) ^B	11.13%	17.11%	6.16%
Class C (incl. contingent deferred sales charge)^C	15.31%	17.40%	5.96%

^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 ® Strategic Dividend & Income ® 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 S&P 500® Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Comments from Joanna Bewick, Lead Portfolio Manager of Fidelity Advisor® Strategic Dividend & Income® Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 17.17%, 16.86%, 16.13% and 16.31%, respectively (excluding sales charges), roughly in line with the 17.18% result of the Fidelity Strategic Dividend & Income Composite Index^SM. Positioning among preferred securities was the most helpful. We chose to underweight these defensive securities since their interest rate sensitivity had the potential to dampen performance in a rising-rate environment. From an absolute perspective, the dividend-paying equities subportfolio - which makes up 50% of the Composite benchmark - was the strongest-performing component of the Composite index, fueled by investors' appetite for income. Given the strong macroeconomic backdrop during the past year, including a healthy corporate sector, we overweighted this strong-performing subportfolio, to the fund's advantage versus its index. Looking at the individual subportfolios, the preferred securities sleeve benefited from exceptional security selection relative to its benchmark. On the flip side, security selection in the convertible securities and dividend-paying equities sleeves dampened relative performance.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2013 to November 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio ^B	Beginning Account Value June 1, 2013	Ending Account Value November 30, 2013	Expenses Paid During Period* June 1, 2013 to November 30, 2013
Class A	1.04%
Actual		$ 1,000.00	$ 1,043.60	$ 5.33
Hypothetical^A		$ 1,000.00	$ 1,019.85	$ 5.27
Class T	1.30%
Actual		$ 1,000.00	$ 1,043.00	$ 6.66
Hypothetical^A		$ 1,000.00	$ 1,018.55	$ 6.58
Class B	1.88%
Actual		$ 1,000.00	$ 1,038.80	$ 9.61
Hypothetical^A		$ 1,000.00	$ 1,015.64	$ 9.50
Class C	1.80%
Actual		$ 1,000.00	$ 1,040.20	$ 9.21
Hypothetical^A		$ 1,000.00	$ 1,016.04	$ 9.10
Strategic Dividend and Income	.76%
Actual		$ 1,000.00	$ 1,045.60	$ 3.90
Hypothetical^A		$ 1,000.00	$ 1,021.26	$ 3.85
Institutional Class	.77%
Actual		$ 1,000.00	$ 1,045.60	$ 3.95
Hypothetical^A		$ 1,000.00	$ 1,021.21	$ 3.90

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Investment Changes (Unaudited)

Top Ten Investments as of November 30, 2013
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	3.3	2.8
Microsoft Corp.	3.0	3.0
Chevron Corp.	2.9	3.0
Procter & Gamble Co.	2.3	2.0
Johnson & Johnson	2.1	2.0
Exxon Mobil Corp.	1.8	1.3
Simon Property Group, Inc.	1.6	1.5
Cisco Systems, Inc.	1.6	1.4
The Coca-Cola Co.	1.4	1.5
Merck & Co., Inc.	1.4	1.5
	21.4
Top Five Market Sectors as of November 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	31.4	32.4
Information Technology	13.5	13.7
Health Care	12.6	11.3
Energy	9.3	8.5
Consumer Staples	8.8	9.6

Asset Allocation (% of fund's net assets)
As of November 30, 2013*			As of May 31, 2013**
	Common Stocks 66.9%			Common Stocks 64.9%
	Preferred Stocks 9.2%			Preferred Stocks 9.6%
	Convertible Bonds 10.6%			Convertible Bonds 9.9%
	Other Investments 10.9%			Other Investments 12.6%
	Short-Term Investments and Net Other Assets (Liabilities) 2.4%			Short-Term Investments and Net Other Assets (Liabilities) 3.0%
* Foreign investments		7.0%	** Foreign investments		5.0%

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Annual Report

Investments November 30, 2013

Showing Percentage of Net Assets

Corporate Bonds - 19.0%
		Principal Amount (e)		Value
Convertible Bonds - 10.6%
CONSUMER DISCRETIONARY - 0.3%
Automobiles - 0.0%
Ford Motor Co. 4.25% 11/15/16		$ 860,000		$ 1,735,996
Household Durables - 0.2%
M/I Homes, Inc. 3% 3/1/18		6,140,000		6,471,560
Media - 0.1%
Liberty Media Corp. 1.375% 10/15/23 (g)		2,800,000		2,886,240
TOTAL CONSUMER DISCRETIONARY				11,093,796
ENERGY - 1.5%
Oil, Gas & Consumable Fuels - 1.5%
Alpha Natural Resources, Inc. 3.75% 12/15/17		15,980,000		15,780,250
Chesapeake Energy Corp. 2.5% 5/15/37		17,920,000		18,427,136
Clean Energy Fuels Corp. 5.25% 10/1/18 (g)		1,000,000		1,002,400
Cobalt International Energy, Inc. 2.625% 12/1/19		7,970,000		7,920,188
Ship Finance International Ltd. 3.25% 2/1/18		14,180,000		14,823,772
				57,953,746
FINANCIALS - 0.7%
Insurance - 0.6%
Fidelity National Financial, Inc. 4.25% 8/15/18		15,470,000		23,418,486
Real Estate Management & Development - 0.1%
Forestar Group, Inc. 3.75% 3/1/20		4,340,000		4,723,656
TOTAL FINANCIALS				28,142,142
HEALTH CARE - 3.3%
Biotechnology - 0.9%
Array BioPharma, Inc. 3% 6/1/20		3,480,000		3,910,824
Cubist Pharmaceuticals, Inc.:
1.125% 9/1/18 (g)		2,800,000		3,157,000
1.875% 9/1/20 (g)		2,900,000		3,248,000
Gilead Sciences, Inc. 1.625% 5/1/16		2,900,000		9,533,292
InterMune, Inc. 2.5% 12/15/17		2,720,000		3,551,776
Theravance, Inc. 2.125% 1/15/23		6,060,000		9,264,225
				32,665,117
Health Care Equipment & Supplies - 0.5%
Teleflex, Inc. 3.875% 8/1/17		12,290,000		20,253,920
Corporate Bonds - continued
		Principal Amount (e)		Value
Convertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - 1.4%
HealthSouth Corp. 2% 12/1/43		$ 24,029,000		$ 26,643,355
Molina Healthcare, Inc. 1.125% 1/15/20 (g)		7,310,000		7,584,125
WellPoint, Inc. 2.75% 10/15/42		12,280,000		16,869,650
				51,097,130
Pharmaceuticals - 0.5%
Auxilium Pharmaceuticals, Inc. 1.5% 7/15/18		3,200,000		3,485,760
Isis Pharmaceuticals, Inc. 2.75% 10/1/19		2,000,000		4,862,500
ViroPharma, Inc. 2% 3/15/17		2,260,000		5,997,475
VIVUS, Inc. 4.5% 5/1/20 (g)		5,770,000		5,113,951
				19,459,686
TOTAL HEALTH CARE				123,475,853
INDUSTRIALS - 0.8%
Commercial Services & Supplies - 0.4%
Covanta Holding Corp. 3.25% 6/1/14		12,890,000		15,145,750
Construction & Engineering - 0.4%
Layne Christensen Co. 4.25% 11/15/18 (g)		6,140,000		6,116,975
MasTec, Inc.:
4% 6/15/14		2,580,000		5,205,150
4.25% 12/15/14		2,580,000		5,353,500
				16,675,625
TOTAL INDUSTRIALS				31,821,375
INFORMATION TECHNOLOGY - 3.2%
Communications Equipment - 0.7%
Ciena Corp. 3.75% 10/15/18 (g)		2,760,000		3,781,200
InterDigital, Inc. 2.5% 3/15/16		17,860,000		18,529,750
Liberty Interactive LLC 0.75% 3/30/43 (g)		4,600,000		5,750,230
				28,061,180
Computers & Peripherals - 0.6%
EMC Corp. 1.75% 1/1/14		14,650,000		21,841,685
Internet Software & Services - 0.1%
WebMD Health Corp. 1.5% 12/1/20 (g)		4,500,000		4,401,900
Corporate Bonds - continued
		Principal Amount (e)		Value
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 1.0%
GT Advanced Technologies, Inc. 3% 10/1/17		$ 12,855,000		$ 19,178,053
Intel Corp. 3.25% 8/1/39		14,220,000		18,113,436
				37,291,489
Software - 0.8%
Nuance Communications, Inc. 2.75% 11/1/31		14,260,000		13,618,300
TiVo, Inc. 4% 3/15/16 (g)		10,990,000		14,660,660
				28,278,960
TOTAL INFORMATION TECHNOLOGY				119,875,214
MATERIALS - 0.6%
Containers & Packaging - 0.5%
Owens-Brockway Glass Container, Inc. 3% 6/1/15 (g)		19,800,000		20,518,740
Metals & Mining - 0.1%
Horsehead Holding Corp. 3.8% 7/1/17		1,560,000		1,866,384
Paper & Forest Products - 0.0%
Rayonier TRS Holdings, Inc. 4.5% 8/15/15		1,330,000		1,832,075
TOTAL MATERIALS				24,217,199
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (g)		5,500,000		6,290,625
TOTAL CONVERTIBLE BONDS				402,869,950
Nonconvertible Bonds - 8.4%
CONSUMER DISCRETIONARY - 1.0%
Hotels, Restaurants & Leisure - 0.1%
MGM Mirage, Inc. 6.625% 7/15/15		3,200,000		3,448,000
Media - 0.9%
CCO Holdings LLC/CCO Holdings Capital Corp.:
5.25% 9/30/22		7,840,000		7,389,200
5.75% 1/15/24		2,570,000		2,422,225
7.25% 10/30/17		8,000,000		8,460,000
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - continued
Cequel Communications Escrow I LLC/Cequel Communications Escrow Capital Corp. 6.375% 9/15/20 (g)		$ 2,650,000		$ 2,736,125
Clear Channel Communications, Inc. 4.9% 5/15/15		4,725,000		4,559,625
Harron Communications LP/Harron Finance Corp. 9.125% 4/1/20 (g)		7,145,000		7,948,813
WMG Acquisition Corp. 11.5% 10/1/18		1,340,000		1,551,050
				35,067,038
TOTAL CONSUMER DISCRETIONARY				38,515,038
CONSUMER STAPLES - 0.5%
Food & Staples Retailing - 0.5%
BI-LO LLC/BI-LO Finance Corp. 9.25% 2/15/19 (g)		11,935,000		13,158,338
Tops Markets LLC 8.875% 12/15/17 (g)		3,760,000		4,126,600
				17,284,938
ENERGY - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
Alpha Natural Resources, Inc. 6% 6/1/19		21,100,000		18,409,750
FINANCIALS - 4.6%
Capital Markets - 0.3%
Chase Capital II 0.7419% 2/1/27 (i)		7,900,000		6,399,000
Chase Capital Trust VI 0.8669% 8/1/28 (i)		5,000,000		4,050,000
JPMorgan Chase Capital XXIII 1.2406% 5/15/77 (i)		2,500,000		1,853,125
Lehman Brothers Holdings, Inc. 1.0676% (d)(i)		1,000,000		0
				12,302,125
Commercial Banks - 2.0%
Bank of Ireland 10% 7/30/16	EUR	8,293,000		12,057,325
CIT Group, Inc. 4.75% 2/15/15 (g)		3,610,000		3,754,400
Corestates Capital II 0.8936% 1/15/27 (g)(i)		3,000,000		2,490,000
Corestates Capital III 0.8106% 2/15/27 (g)(i)		3,960,000		3,286,800
First Maryland Capital I 1.2436% 1/15/27 (i)		2,500,000		2,075,000
First Maryland Capital II 1.0919% 2/1/27 (i)		4,100,000		3,403,000
JPMorgan Chase Capital XXI 1.192% 1/15/87 (i)		12,500,000		9,312,500
PNC Capital Trust C 0.8312% 6/1/28 (i)		9,000,000		7,470,000
Wachovia Capital Trust II 0.7436% 1/15/27 (i)		32,014,000		26,571,620
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
Wells Fargo Capital II 0.7359% 1/30/27 (i)		$ 5,930,000		$ 4,921,900
Wells Fargo Capital X 5.95% 12/15/36		2,350,000		2,303,000
				77,645,545
Consumer Finance - 0.4%
Ally Financial, Inc. 4.75% 9/10/18		6,000,000		6,300,000
American Express Co. 6.8% 9/1/66 (i)		2,500,000		2,656,250
GMAC LLC 8% 11/1/31		3,900,000		4,650,750
				13,607,000
Diversified Financial Services - 1.9%
Central Fidelity Capital Trust I 1.2436% 4/15/27 (i)		2,500,000		2,075,000
General Electric Capital Corp. 7.125% (h)(i)		10,000,000		11,125,000
General Motors Financial Co., Inc. 2.75% 5/15/16 (g)		795,000		804,938
Goldman Sachs Capital II 4% (h)(i)		7,653,000		5,586,690
Goldman Sachs Capital III 4% (h)(i)		18,715,000		13,306,365
ILFC E-Capital Trust I 5.35% 12/21/65 (g)(i)		33,530,000		29,674,050
JPMorgan Chase Capital XIII 1.1981% 9/30/34 (i)		2,750,000		2,172,500
Transportation Union LLC/Transportation Union Financing Corp. 11.375% 6/15/18		4,945,000		5,427,138
TransUnion Holding Co., Inc. 9.625% 6/15/18 pay-in-kind		2,570,000		2,772,388
				72,944,069
TOTAL FINANCIALS				176,498,739
HEALTH CARE - 0.1%
Health Care Providers & Services - 0.1%
HealthSouth Corp. 5.75% 11/1/24		2,165,000		2,148,763
INDUSTRIALS - 0.8%
Commercial Services & Supplies - 0.0%
Garda World Security Corp. 7.25% 11/15/21 (g)		110,000		111,650
Construction & Engineering - 0.1%
MasTec, Inc. 4.875% 3/15/23		3,325,000		3,158,750
Marine - 0.4%
Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (g)		3,755,000		3,801,938
Navios Maritime Holdings, Inc. 8.125% 2/15/19		12,965,000		13,224,300
				17,026,238
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Trading Companies & Distributors - 0.3%
International Lease Finance Corp.:
8.25% 12/15/20		$ 705,000		$ 837,188
8.625% 9/15/15		5,000,000		5,568,750
8.875% 9/1/17		3,000,000		3,585,000
				9,990,938
TOTAL INDUSTRIALS				30,287,576
MATERIALS - 0.2%
Metals & Mining - 0.2%
Severstal Columbus LLC 10.25% 2/15/18		8,310,000		8,808,600
TELECOMMUNICATION SERVICES - 0.6%
Diversified Telecommunication Services - 0.3%
CenturyLink, Inc. 6.75% 12/1/23		4,000,000		4,090,000
Sprint Capital Corp. 6.875% 11/15/28		9,215,000		8,754,250
				12,844,250
Wireless Telecommunication Services - 0.3%
Intelsat Jackson Holdings SA 5.5% 8/1/23 (g)		2,945,000		2,819,838
Sprint Communications, Inc.:
6% 12/1/16		4,660,000		5,052,372
7% 8/15/20		1,500,000		1,612,500
T-Mobile U.S.A., Inc. 5.25% 9/1/18 (g)		585,000		609,863
				10,094,573
TOTAL TELECOMMUNICATION SERVICES				22,938,823
UTILITIES - 0.1%
Multi-Utilities - 0.1%
Wisconsin Energy Corp. 6.25% 5/15/67 (i)		3,000,000		3,071,250
TOTAL NONCONVERTIBLE BONDS				317,963,477
TOTAL CORPORATE BONDS (Cost $669,069,435)			720,833,427

Common Stocks - 66.9%
	Shares		Value
CONSUMER DISCRETIONARY - 4.0%
Diversified Consumer Services - 0.2%
H&R Block, Inc.	239,500		$ 6,679,655
Hotels, Restaurants & Leisure - 1.2%
Brinker International, Inc.	123,200		5,794,096
Cedar Fair LP (depositary unit)	124,800		6,215,040
Las Vegas Sands Corp.	68,800		4,931,584
McDonald's Corp.	235,900		22,969,583
Wyndham Worldwide Corp.	60,400		4,331,284
			44,241,587
Household Durables - 0.1%
Whirlpool Corp.	31,900		4,873,044
Media - 1.4%
Comcast Corp. Class A	462,100		23,044,927
Sinclair Broadcast Group, Inc. Class A	164,600		5,402,172
Time Warner Cable, Inc.	96,500		13,338,230
Time Warner, Inc.	103,400		6,794,414
Viacom, Inc. Class B (non-vtg.)	71,000		5,692,070
			54,271,813
Multiline Retail - 0.4%
Target Corp.	236,500		15,119,445
Specialty Retail - 0.4%
H&M Hennes & Mauritz AB (B Shares)	133,000		5,636,839
Home Depot, Inc.	76,600		6,179,322
Murphy U.S.A., Inc.	19,450		880,113
			12,696,274
Textiles, Apparel & Luxury Goods - 0.3%
Coach, Inc.	57,400		3,323,460
VF Corp.	37,600		8,820,208
			12,143,668
TOTAL CONSUMER DISCRETIONARY			150,025,486
CONSUMER STAPLES - 8.0%
Beverages - 2.8%
Anheuser-Busch InBev SA NV ADR	77,700		7,933,947
PepsiCo, Inc.	503,100		42,491,826
SABMiller PLC	72,100		3,719,822
The Coca-Cola Co.	1,348,400		54,192,196
			108,337,791
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food & Staples Retailing - 0.5%
Wal-Mart Stores, Inc.	247,800		$ 20,074,278
Food Products - 0.9%
Kellogg Co.	143,200		8,683,648
Mondelez International, Inc.	502,000		16,832,060
Unilever NV (NY Reg.)	216,400		8,495,864
			34,011,572
Household Products - 2.3%
Procter & Gamble Co.	1,034,158		87,096,787
Tobacco - 1.5%
British American Tobacco PLC sponsored ADR	103,800		11,037,054
Philip Morris International, Inc.	524,218		44,841,608
			55,878,662
TOTAL CONSUMER STAPLES			305,399,090
ENERGY - 7.0%
Energy Equipment & Services - 0.2%
Ensco PLC Class A	143,000		8,448,440
Oil, Gas & Consumable Fuels - 6.8%
Access Midstream Partners LP	137,300		7,712,141
Apache Corp.	113,663		10,399,028
Canadian Natural Resources Ltd.	170,600		5,616,289
Chevron Corp.	884,900		108,347,156
ConocoPhillips Co.	438,200		31,900,960
El Paso Pipeline Partners LP	76,629		3,186,234
Enterprise Products Partners LP	44,300		2,789,571
Exxon Mobil Corp.	749,800		70,091,304
Markwest Energy Partners LP	52,700		3,639,989
QEP Midstream Partners LP	26,600		602,224
Targa Resources Corp.	25,300		2,051,577
The Williams Companies, Inc.	251,400		8,854,308
Western Gas Partners LP	25,000		1,592,000
			256,782,781
TOTAL ENERGY			265,231,221
FINANCIALS - 19.7%
Capital Markets - 1.5%
BlackRock, Inc. Class A	70,200		21,253,050
Carlyle Group LP	183,700		5,970,250
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
KKR & Co. LP	546,700		$ 12,973,191
The Blackstone Group LP	536,500		15,333,170
			55,529,661
Commercial Banks - 1.8%
Commerce Bancshares, Inc.	94,158		4,248,409
Cullen/Frost Bankers, Inc. (f)	82,200		5,903,604
M&T Bank Corp.	123,600		14,258,496
National Penn Bancshares, Inc.	356,500		4,024,885
PNC Financial Services Group, Inc.	132,000		10,157,400
Svenska Handelsbanken AB (A Shares)	142,900		6,640,280
U.S. Bancorp	420,300		16,484,166
Wells Fargo & Co.	195,100		8,588,302
			70,305,542
Consumer Finance - 0.1%
Capital One Financial Corp.	68,100		4,878,003
Diversified Financial Services - 0.5%
JPMorgan Chase & Co.	147,100		8,417,062
The NASDAQ Stock Market, Inc.	224,600		8,824,534
			17,241,596
Insurance - 2.1%
ACE Ltd.	82,000		8,427,960
esure Group PLC	574,300		2,386,907
Marsh & McLennan Companies, Inc.	185,300		8,792,485
MetLife, Inc.	471,900		24,628,461
MetLife, Inc. unit	301,900		9,277,387
The Travelers Companies, Inc.	225,900		20,498,166
Zurich Insurance Group AG	23,062		6,434,664
			80,446,030
Real Estate Investment Trusts - 13.5%
Acadia Realty Trust (SBI)	198,513		5,155,383
Alexandria Real Estate Equities, Inc.	281,544		17,810,473
American Tower Corp.	36,300		2,823,051
AvalonBay Communities, Inc.	124,590		14,771,390
Boston Properties, Inc.	255,596		25,429,246
Camden Property Trust (SBI)	151,262		8,761,095
CBL & Associates Properties, Inc.	144,986		2,618,447
Cedar Shopping Centers, Inc.	492,209		2,854,812
Chesapeake Lodging Trust	332,622		7,939,687
Coresite Realty Corp.	153,075		4,953,507
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
Corrections Corp. of America	174,554		$ 5,821,376
Cousins Properties, Inc.	1,181,440		12,653,222
Douglas Emmett, Inc.	308,844		7,097,235
DuPont Fabros Technology, Inc.	167,372		3,928,221
Equity Lifestyle Properties, Inc.	129,327		4,591,109
Equity One, Inc.	513,048		11,492,275
Equity Residential (SBI)	270,515		13,942,343
Essex Property Trust, Inc.	123,102		18,688,115
Excel Trust, Inc.	84,377		988,898
First Industrial Realty Trust, Inc.	497,000		8,677,620
General Growth Properties, Inc.	266,786		5,535,810
Glimcher Realty Trust	1,091,128		10,594,853
HCP, Inc.	396,739		14,588,093
Health Care REIT, Inc.	140,596		7,871,970
Home Properties, Inc.	20,835		1,095,504
Host Hotels & Resorts, Inc.	639,297		11,769,458
Kite Realty Group Trust	527,134		3,452,728
LaSalle Hotel Properties (SBI)	350,613		10,981,199
Lexington Corporate Properties Trust	698,400		7,172,568
Mid-America Apartment Communities, Inc.	280,210		16,879,850
National Retail Properties, Inc. (f)	470,762		14,946,694
Piedmont Office Realty Trust, Inc. Class A	620,046		10,156,353
Prologis, Inc.	861,610		32,680,867
Public Storage	207,338		31,660,513
Retail Properties America, Inc.	293,500		3,912,355
Sabra Health Care REIT, Inc.	98,743		2,634,463
Senior Housing Properties Trust (SBI)	99,900		2,262,735
Simon Property Group, Inc.	412,015		61,740,448
SL Green Realty Corp.	239,423		21,660,599
Sun Communities, Inc.	81,582		3,328,546
Sunstone Hotel Investors, Inc.	463,462		6,057,448
Terreno Realty Corp.	50,700		897,897
UDR, Inc.	127,200		2,959,944
Ventas, Inc.	553,939		31,480,353
Vornado Realty Trust	25,514		2,243,446
Weyerhaeuser Co.	197,800		5,959,714
WP Carey, Inc.	126,400		7,934,128
			513,456,041
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - 0.2%
Forest City Enterprises, Inc. Class A (a)	353,040		$ 6,884,280
TOTAL FINANCIALS			748,741,153
HEALTH CARE - 8.6%
Biotechnology - 0.4%
Amgen, Inc.	138,600		15,811,488
Health Care Equipment & Supplies - 0.1%
Baxter International, Inc.	55,800		3,819,510
Health Care Providers & Services - 0.2%
Emeritus Corp. (a)	312,610		7,036,851
Pharmaceuticals - 7.9%
AbbVie, Inc.	670,900		32,505,105
Eli Lilly & Co.	361,200		18,139,464
Johnson & Johnson	832,944		78,846,479
Merck & Co., Inc.	1,081,290		53,880,681
Pfizer, Inc.	1,688,600		53,579,278
Roche Holding AG:
(participation certificate)	72,661		20,257,540
sponsored ADR	151,300		10,598,565
Sanofi SA sponsored ADR	305,200		16,123,716
Teva Pharmaceutical Industries Ltd. sponsored ADR	388,600		15,839,336
			299,770,164
TOTAL HEALTH CARE			326,438,013
INDUSTRIALS - 3.4%
Aerospace & Defense - 0.5%
Honeywell International, Inc.	112,400		9,948,524
United Technologies Corp.	81,300		9,012,918
			18,961,442
Air Freight & Logistics - 0.0%
Royal Mail PLC	136,000		1,235,079
Commercial Services & Supplies - 0.5%
KAR Auction Services, Inc.	79,000		2,179,610
Republic Services, Inc.	106,300		3,710,933
Waste Management, Inc.	150,800		6,888,544
West Corp.	249,700		5,750,591
			18,529,678
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - 0.6%
Eaton Corp. PLC	177,300		$ 12,882,618
Emerson Electric Co.	122,100		8,179,479
			21,062,097
Industrial Conglomerates - 1.2%
3M Co.	153,500		20,493,785
General Electric Co.	589,553		15,717,483
Siemens AG	67,795		8,948,473
			45,159,741
Machinery - 0.6%
Caterpillar, Inc.	69,600		5,888,160
Cummins, Inc.	58,800		7,782,768
Stanley Black & Decker, Inc.	86,800		7,064,652
Stanley Black & Decker, Inc. unit (a)	15,200		1,550,400
			22,285,980
TOTAL INDUSTRIALS			127,234,017
INFORMATION TECHNOLOGY - 10.1%
Communications Equipment - 1.6%
Cisco Systems, Inc.	2,732,200		58,059,250
Computers & Peripherals - 3.5%
Apple, Inc.	224,900		125,060,139
EMC Corp.	293,500		6,999,975
			132,060,114
IT Services - 1.0%
Accenture PLC Class A	65,200		5,051,044
Automatic Data Processing, Inc.	105,100		8,410,102
Fidelity National Information Services, Inc.	160,300		8,124,004
Paychex, Inc.	380,200		16,626,146
			38,211,296
Semiconductors & Semiconductor Equipment - 1.0%
Intel Corp.	1,625,200		38,744,768
Software - 3.0%
Microsoft Corp.	3,015,100		114,965,763
TOTAL INFORMATION TECHNOLOGY			382,041,191
Common Stocks - continued
	Shares		Value
MATERIALS - 1.4%
Chemicals - 1.1%
E.I. du Pont de Nemours & Co.	301,500		$ 18,506,070
Eastman Chemical Co.	56,400		4,344,492
LyondellBasell Industries NV Class A	150,700		11,631,026
Potash Corp. of Saskatchewan, Inc.	66,400		2,102,203
The Dow Chemical Co.	157,800		6,163,668
			42,747,459
Metals & Mining - 0.1%
Freeport-McMoRan Copper & Gold, Inc.	169,100		5,866,079
Paper & Forest Products - 0.2%
International Paper Co.	131,700		6,143,805
TOTAL MATERIALS			54,757,343
TELECOMMUNICATION SERVICES - 1.7%
Diversified Telecommunication Services - 0.9%
AT&T, Inc.	962,600		33,893,146
Wireless Telecommunication Services - 0.8%
Vodafone Group PLC	8,650,900		32,072,063
TOTAL TELECOMMUNICATION SERVICES			65,965,209
UTILITIES - 3.0%
Electric Utilities - 2.0%
American Electric Power Co., Inc.	174,100		8,193,146
Cleco Corp.	81,800		3,739,078
IDACORP, Inc.	153,900		7,953,552
ITC Holdings Corp.	61,200		5,537,376
NextEra Energy, Inc.	295,800		25,021,722
Northeast Utilities	236,099		9,698,947
Southern Co.	183,900		7,471,857
Xcel Energy, Inc.	355,300		9,955,506
			77,571,184
Gas Utilities - 0.2%
Atmos Energy Corp.	133,500		5,934,075
Multi-Utilities - 0.8%
CMS Energy Corp.	147,100		3,904,034
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Multi-Utilities - continued
NiSource, Inc.	270,700		$ 8,559,534
Sempra Energy	218,100		19,288,764
			31,752,332
TOTAL UTILITIES			115,257,591
TOTAL COMMON STOCKS (Cost $2,186,289,930)		2,541,090,314
Preferred Stocks - 9.2%

Convertible Preferred Stocks - 4.2%
CONSUMER DISCRETIONARY - 0.4%
Automobiles - 0.4%
General Motors Co. 4.75%	300,884		16,006,887
CONSUMER STAPLES - 0.3%
Food Products - 0.3%
Post Holdings, Inc. 3.75% (g)	96,800		11,646,008
FINANCIALS - 0.7%
Capital Markets - 0.0%
AMG Capital Trust I 5.10%	23,800		1,590,138
Commercial Banks - 0.3%
Wells Fargo & Co. 7.50%	8,190		9,223,988
Diversified Financial Services - 0.0%
Bank of America Corp. Series L, 7.25%	1,228		1,320,100
Real Estate Investment Trusts - 0.3%
Weyerhaeuser Co. Series A, 6.375%	199,100		10,882,806
Real Estate Management & Development - 0.1%
Forestar Group, Inc. 6.00% (a)	160,000		4,121,600
TOTAL FINANCIALS			27,138,632
HEALTH CARE - 0.2%
Health Care Equipment & Supplies - 0.2%
Alere, Inc. 3.00%	21,712		5,993,380
Preferred Stocks - continued
	Shares		Value
Convertible Preferred Stocks - continued
INDUSTRIALS - 0.4%
Aerospace & Defense - 0.4%
United Technologies Corp. 7.50%	234,600		$ 15,333,456
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Unisys Corp. Series A, 6.25%	49,200		3,667,860
TELECOMMUNICATION SERVICES - 0.3%
Wireless Telecommunication Services - 0.3%
Crown Castle International Corp. Series A, 4.50% (a)	122,000		12,243,920
UTILITIES - 1.8%
Electric Utilities - 0.8%
NextEra Energy, Inc.:
5.779% (a)	189,000		9,387,630
5.889%	186,100		10,412,295
PPL Corp. 8.75%	195,900		10,353,315
			30,153,240
Multi-Utilities - 1.0%
CenterPoint Energy, Inc. 2.00% ZENS	383,900		19,868,745
Dominion Resources, Inc.:
Series A, 6.125%	177,300		9,723,132
Series B, 6.00%	177,400		9,702,006
			39,293,883
TOTAL UTILITIES			69,447,123
TOTAL CONVERTIBLE PREFERRED STOCKS			161,477,266
Nonconvertible Preferred Stocks - 5.0%
ENERGY - 0.1%
Energy Equipment & Services - 0.1%
NuStar Logistics LP 7.625%	180,000		4,644,000
FINANCIALS - 4.3%
Capital Markets - 0.1%
Goldman Sachs Group, Inc. 5.95%	65,219		1,433,514
Morgan Stanley Capital I Trust 6.60%	140,000		3,487,400
			4,920,914
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Commercial Banks - 0.3%
HSBC Holdings PLC Series B, 8.00%	45,400		$ 1,223,530
SunTrust Banks, Inc. Series E, 5.875%	80,000		1,713,600
U.S. Bancorp:
Series A, 3.50%	11,890		8,691,590
Series H, 5.15%	40,000		834,800
			12,463,520
Consumer Finance - 1.6%
Ally Financial, Inc.:
7.00% (g)	46,758		44,887,680
Series A, 8.50%	410,000		10,975,700
HSBC U.S.A., Inc. Series F, 3.87%	300,000		5,730,000
			61,593,380
Diversified Financial Services - 1.1%
Barclays Bank PLC:
Series 2, 6.625%	47,200		1,146,488
Series 4, 7.75%	247,800		6,274,296
Citigroup, Inc.:
Series C, 5.80%	200,000		4,214,000
Series J, 7.125% (a)	120,000		3,142,800
GMAC Capital Trust I Series 2, 8.125%	900,698		24,174,734
JPMorgan Chase Capital XXIX 6.70%	155,000		4,003,650
			42,955,968
Insurance - 0.1%
MetLife, Inc. Series B, 6.50%	111,000		2,762,790
Real Estate Investment Trusts - 1.0%
Chesapeake Lodging Trust Series A, 7.75%	50,000		1,241,500
Digital Realty Trust, Inc. Series G, 5.875%	140,000		2,720,200
Health Care REIT, Inc. Series J, 6.50%	12,000		288,480
Hersha Hospitality Trust:
Series B, 8.00%	48,200		1,221,870
Series C, 6.875%	50,000		1,155,000
Hospitality Properties Trust Series D, 7.125%	60,000		1,494,000
Kimco Realty Corp. Series K, 5.625%	120,000		2,426,400
Public Storage:
Series T, 5.75%	44,000		956,560
Series V, 5.375%	200,000		4,140,000
Sabra Health Care REIT, Inc. Series A, 7.125%	485,000		11,800,050
SL Green Realty Corp. Series I, 6.50%	60,000		1,332,000
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Sunstone Hotel Investors, Inc. Series D, 8.00%	226,218		$ 5,743,675
Vornado Realty Trust Series L, 5.40%	80,000		1,581,600
			36,101,335
Real Estate Management & Development - 0.1%
Ventas Realty LP/Ventas Capital Corp. 5.45%	60,000		1,314,000
TOTAL FINANCIALS			162,111,907
INDUSTRIALS - 0.1%
Commercial Services & Supplies - 0.1%
Pitney Bowes, Inc. 6.70%	120,000		2,992,800
TELECOMMUNICATION SERVICES - 0.1%
Diversified Telecommunication Services - 0.1%
Qwest Corp. 6.125%	160,000		3,209,600
UTILITIES - 0.4%
Electric Utilities - 0.4%
Duquesne Light Co. 6.50%	141,050		7,052,500
Gulf Power Co. 5.60%	30,000		2,670,000
Southern California Edison Co.:
5.349%	44,479		4,497,716
Series D, 6.50%	12,500		1,215,625
			15,435,841
TOTAL NONCONVERTIBLE PREFERRED STOCKS			188,394,148
TOTAL PREFERRED STOCKS (Cost $327,034,463)		349,871,414

Bank Loan Obligations - 1.1%
	Principal Amount
CONSUMER DISCRETIONARY - 0.1%
Media - 0.1%
Nielsen Finance LLC Tranche E, term loan 2.9175% 5/1/16 (i)	$ 3,970,000		3,974,963
Bank Loan Obligations - continued
	Principal Amount		Value
ENERGY - 0.2%
Oil, Gas & Consumable Fuels - 0.2%
Chesapeake Energy Corp. Tranche B, term loan 5.75% 12/2/17 (i)	$ 2,300,000		$ 2,343,240
Ruby Western Pipeline Holdings LLC Tranche B, term loan 3.5% 3/27/20 (i)	3,308,805		3,321,213
			5,664,453
HEALTH CARE - 0.4%
Health Care Providers & Services - 0.4%
HCA, Inc. Tranche B 4LN, term loan 2.914% 5/1/18 (i)	16,295,000		16,275,446
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Computer Discount Warehouse (CDW) LLC, Tranche B, term loan 3.25% 4/29/20 (i)	2,487,502		2,475,064
UTILITIES - 0.3%
Electric Utilities - 0.3%
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (i)	12,358,839		12,498,493
TOTAL BANK LOAN OBLIGATIONS (Cost $40,768,090)		40,888,419

Preferred Securities - 1.4%

CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
NBCUniversal Enterprise, Inc. 5.25% (g)(h)	975,000		985,266
FINANCIALS - 1.4%
Commercial Banks - 0.4%
PNC Preferred Funding Trust I 1.9044% (g)(h)(i)	3,450,000		3,015,398
SunTrust Preferred Capital I 4% 12/15/49 (i)	6,866,000		5,345,562
USB Capital IX 3.5% (h)(i)	8,625,000		6,766,911
			15,127,871
Diversified Financial Services - 1.0%
Citigroup, Inc. 5.35% (h)(i)	3,000,000		2,654,594
General Electric Capital Corp. 5.25% (h)(i)	5,000,000		4,854,959
JPMorgan Chase & Co.:
5.15% (h)(i)	15,000,000		13,564,019
Preferred Securities - continued
	Principal Amount		Value
FINANCIALS - continued
Diversified Financial Services - continued
JPMorgan Chase & Co.: - continued
7.9% (h)(i)	$ 6,250,000		$ 6,949,657
Wachovia Capital Trust III 5.5698% (h)(i)	8,091,000		7,625,873
			35,649,102
TOTAL FINANCIALS			50,776,973
TOTAL PREFERRED SECURITIES (Cost $52,586,682)		51,762,239
Money Market Funds - 2.3%
	Shares
Fidelity Cash Central Fund, 0.10% (b)	78,719,364		78,719,364
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	9,521,375		9,521,375
TOTAL MONEY MARKET FUNDS (Cost $88,240,739)		88,240,739
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $3,363,989,339)			3,792,686,552
NET OTHER ASSETS (LIABILITIES) - 0.1%			5,297,105
NET ASSETS - 100%		$ 3,797,983,657

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

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

(e) Amount is stated in United States dollars unless otherwise noted.

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

(h) Security is perpetual in nature with no stated maturity date.

(i) 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	$ 153,109
Fidelity Securities Lending Cash Central Fund	24,816
Total	$ 177,925

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 166,032,373	$ 166,032,373	$ -	$ -
Consumer Staples	317,045,098	305,399,090	11,646,008	-
Energy	269,875,221	269,875,221	-	-
Financials	937,991,692	867,232,081	70,759,611	-
Health Care	332,431,393	332,431,393	-	-
Industrials	145,560,273	136,611,800	8,948,473	-
Information Technology	385,709,051	385,709,051	-	-
Materials	54,757,343	54,757,343	-	-
Telecommunication Services	81,418,729	37,102,746	44,315,983	-
Utilities	200,140,555	149,783,700	50,356,855	-
Corporate Bonds	720,833,427	-	720,833,427	-
Bank Loan Obligations	40,888,419	-	40,888,419	-
Preferred Securities	51,762,239	-	50,776,973	985,266
Money Market Funds	88,240,739	88,240,739	-	-
Total Investments in Securities:	$ 3,792,686,552	$ 2,793,175,537	$ 998,525,749	$ 985,266

Other Information

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

AAA,AA,A	2.1%
BBB	3.6%
BB	4.6%
B	5.8%
CCC,CC,C	0.9%
Not Rated	4.5%
Equities	76.1%
Short-Term Investments and Net Other Assets	2.4%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2013

Assets
Investment in securities, at value (including securities loaned of $9,166,330) - See accompanying schedule: Unaffiliated issuers (cost $3,275,748,600)	$ 3,704,445,813
Fidelity Central Funds (cost $88,240,739)	88,240,739
Total Investments (cost $3,363,989,339)		$ 3,792,686,552
Cash		313,238
Receivable for investments sold		12,605,766
Receivable for fund shares sold		2,486,124
Dividends receivable		8,295,300
Interest receivable		7,518,384
Distributions receivable from Fidelity Central Funds		10,059
Prepaid expenses		10,538
Other receivables		15,182
Total assets		3,823,941,143

Liabilities
Payable for investments purchased	$ 10,177,273
Payable for fund shares redeemed	3,347,997
Accrued management fee	1,741,169
Distribution and service plan fees payable	400,184
Other affiliated payables	638,734
Other payables and accrued expenses	130,754
Collateral on securities loaned, at value	9,521,375
Total liabilities		25,957,486

Net Assets		$ 3,797,983,657
Net Assets consist of:
Paid in capital		$ 3,306,989,174
Undistributed net investment income		18,296,243
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		43,992,499
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		428,705,741
Net Assets		$ 3,797,983,657

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	November 30, 2013

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($530,203,212 ÷ 37,813,444 shares)		$ 14.02

Maximum offering price per share (100/94.25 of $14.02)		$ 14.88
Class T: Net Asset Value and redemption price per share ($174,568,323 ÷ 12,454,462 shares)		$ 14.02

Maximum offering price per share (100/96.50 of $14.02)		$ 14.53
Class B: Net Asset Value and offering price per share ($11,911,647 ÷ 850,578 shares)^A		$ 14.00

Class C: Net Asset Value and offering price per share ($253,825,116 ÷ 18,171,061 shares)^A		$ 13.97

Strategic Dividend and Income: Net Asset Value, offering price and redemption price per share ($2,581,719,213 ÷ 183,240,919 shares)		$ 14.09

Institutional Class: Net Asset Value, offering price and redemption price per share ($245,756,146 ÷ 17,471,733 shares)		$ 14.07

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

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

Annual Report

Statement of Operations

	Year ended November 30, 2013

Investment Income
Dividends		$ 91,751,464
Interest		29,787,025
Income from Fidelity Central Funds		177,925
Total income		121,716,414

Expenses
Management fee	$ 20,238,332
Transfer agent fees	6,756,336
Distribution and service plan fees	4,061,724
Accounting and security lending fees	1,010,653
Custodian fees and expenses	87,731
Independent trustees' compensation	13,515
Registration fees	301,148
Audit	81,571
Legal	9,109
Miscellaneous	27,739
Total expenses before reductions	32,587,858
Expense reductions	(255,383)	32,332,475
Net investment income (loss)		89,383,939
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	224,317,151
Foreign currency transactions	(176,569)
Futures contracts	1,058,593
Total net realized gain (loss)		225,199,175
Change in net unrealized appreciation (depreciation) on: Investment securities	242,080,867
Assets and liabilities in foreign currencies	7,260
Total change in net unrealized appreciation (depreciation)		242,088,127
Net gain (loss)		467,287,302
Net increase (decrease) in net assets resulting from operations		$ 556,671,241

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended November 30, 2013	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 89,383,939	$ 66,458,915
Net realized gain (loss)	225,199,175	97,652,651
Change in net unrealized appreciation (depreciation)	242,088,127	160,863,707
Net increase (decrease) in net assets resulting from operations	556,671,241	324,975,273
Distributions to shareholders from net investment income	(84,894,576)	(58,382,786)
Share transactions - net increase (decrease)	351,154,912	1,260,938,289
Total increase (decrease) in net assets	822,931,577	1,527,530,776

Net Assets
Beginning of period	2,975,052,080	1,447,521,304
End of period (including undistributed net investment income of $18,296,243 and undistributed net investment income of $14,082,357, respectively)	$ 3,797,983,657	$ 2,975,052,080

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

Annual Report

Financial Highlights - Class A

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.24	$ 10.77	$ 10.23	$ 9.13	$ 6.87
Income from Investment Operations
Net investment income (loss) ^C	.31	.31	.30	.23 ^F	.23
Net realized and unrealized gain (loss)	1.77	1.45	.55	1.05	2.25
Total from investment operations	2.08	1.76	.85	1.28	2.48
Distributions from net investment income	(.30)	(.29)	(.31)	(.18)	(.22)
Net asset value, end of period	$ 14.02	$ 12.24	$ 10.77	$ 10.23	$ 9.13
Total Return ^{A, B}	17.17%	16.47%	8.30%	14.16%	37.12%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.05%	1.09%	1.14%	1.16%	1.21%
Expenses net of fee waivers, if any	1.05%	1.09%	1.14%	1.16%	1.21%
Expenses net of all reductions	1.04%	1.09%	1.14%	1.16%	1.21%
Net investment income (loss)	2.28%	2.60%	2.76%	2.38% ^F	3.08%
Supplemental Data
Net assets, end of period (000 omitted)	$ 530,203	$ 353,726	$ 125,190	$ 77,340	$ 74,580
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

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

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

Annual Report

Financial Highlights - Class T

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.24	$ 10.77	$ 10.22	$ 9.12	$ 6.87
Income from Investment Operations
Net investment income (loss) ^C	.27	.28	.27	.21 ^F	.21
Net realized and unrealized gain (loss)	1.77	1.44	.56	1.05	2.25
Total from investment operations	2.04	1.72	.83	1.26	2.46
Distributions from net investment income	(.26)	(.25)	(.28)	(.16)	(.21)
Net asset value, end of period	$ 14.02	$ 12.24	$ 10.77	$ 10.22	$ 9.12
Total Return ^{A, B}	16.86%	16.16%	8.14%	13.92%	36.63%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.31%	1.35%	1.37%	1.39%	1.45%
Expenses net of fee waivers, if any	1.31%	1.35%	1.37%	1.39%	1.45%
Expenses net of all reductions	1.30%	1.35%	1.37%	1.39%	1.45%
Net investment income (loss)	2.02%	2.34%	2.52%	2.16% ^F	2.84%
Supplemental Data
Net assets, end of period (000 omitted)	$ 174,568	$ 123,395	$ 78,994	$ 59,931	$ 60,134
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.22	$ 10.75	$ 10.20	$ 9.10	$ 6.85
Income from Investment Operations
Net investment income (loss) ^C	.19	.21	.21	.16 ^F	.17
Net realized and unrealized gain (loss)	1.77	1.45	.55	1.05	2.25
Total from investment operations	1.96	1.66	.76	1.21	2.42
Distributions from net investment income	(.18)	(.19)	(.21)	(.11)	(.17)
Net asset value, end of period	$ 14.00	$ 12.22	$ 10.75	$ 10.20	$ 9.10
Total Return ^{A, B}	16.13%	15.51%	7.48%	13.31%	36.06%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.89%	1.91%	1.93%	1.94%	1.98%
Expenses net of fee waivers, if any	1.89%	1.91%	1.93%	1.94%	1.98%
Expenses net of all reductions	1.89%	1.91%	1.92%	1.94%	1.98%
Net investment income (loss)	1.44%	1.78%	1.97%	1.60% ^F	2.31%
Supplemental Data
Net assets, end of period (000 omitted)	$ 11,912	$ 13,962	$ 12,754	$ 15,442	$ 16,098
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

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

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

Annual Report

Financial Highlights - Class C

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.20	$ 10.75	$ 10.21	$ 9.11	$ 6.85
Income from Investment Operations
Net investment income (loss) ^C	.20	.22	.22	.16 ^F	.18
Net realized and unrealized gain (loss)	1.77	1.44	.55	1.05	2.25
Total from investment operations	1.97	1.66	.77	1.21	2.43
Distributions from net investment income	(.20)	(.21)	(.23)	(.11)	(.17)
Net asset value, end of period	$ 13.97	$ 12.20	$ 10.75	$ 10.21	$ 9.11
Total Return ^{A, B}	16.31%	15.54%	7.54%	13.33%	36.15%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.81%	1.84%	1.88%	1.91%	1.96%
Expenses net of fee waivers, if any	1.81%	1.84%	1.88%	1.91%	1.96%
Expenses net of all reductions	1.80%	1.84%	1.87%	1.91%	1.96%
Net investment income (loss)	1.53%	1.85%	2.02%	1.63% ^F	2.33%
Supplemental Data
Net assets, end of period (000 omitted)	$ 253,825	$ 140,428	$ 59,464	$ 39,889	$ 39,920
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

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

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

Annual Report

Financial Highlights - Strategic Dividend and Income

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.30	$ 10.82	$ 10.27	$ 9.16	$ 6.90
Income from Investment Operations
Net investment income (loss) ^B	.34	.34	.33	.27 ^E	.26
Net realized and unrealized gain (loss)	1.78	1.45	.56	1.05	2.25
Total from investment operations	2.12	1.79	.89	1.32	2.51
Distributions from net investment income	(.33)	(.31)	(.34)	(.21)	(.25)
Net asset value, end of period	$ 14.09	$ 12.30	$ 10.82	$ 10.27	$ 9.16
Total Return ^A	17.48%	16.77%	8.69%	14.57%	37.37%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.77%	.81%	.84%	.86%	.93%
Expenses net of fee waivers, if any	.77%	.81%	.84%	.86%	.93%
Expenses net of all reductions	.76%	.80%	.84%	.86%	.92%
Net investment income (loss)	2.56%	2.89%	3.06%	2.68% ^E	3.36%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,581,720	$ 2,190,089	$ 1,138,764	$ 542,828	$ 444,401
Portfolio turnover rate ^D	64%	50%	56%	130%	100%

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.28	$ 10.80	$ 10.26	$ 9.15	$ 6.89
Income from Investment Operations
Net investment income (loss) ^B	.34	.34	.33	.27 ^E	.25
Net realized and unrealized gain (loss)	1.78	1.46	.55	1.06	2.26
Total from investment operations	2.12	1.80	.88	1.33	2.51
Distributions from net investment income	(.33)	(.32)	(.34)	(.22)	(.25)
Net asset value, end of period	$ 14.07	$ 12.28	$ 10.80	$ 10.26	$ 9.15
Total Return ^A	17.50%	16.83%	8.61%	14.61%	37.44%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.78%	.81%	.83%	.83%	.91%
Expenses net of fee waivers, if any	.78%	.81%	.83%	.83%	.91%
Expenses net of all reductions	.77%	.81%	.82%	.83%	.91%
Net investment income (loss)	2.55%	2.88%	3.07%	2.71% ^E	3.38%
Supplemental Data
Net assets, end of period (000 omitted)	$ 245,756	$ 153,453	$ 32,356	$ 19,705	$ 16,397
Portfolio turnover rate ^D	64%	50%	56%	130%	100%

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2013

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

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:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be 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.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 482,931,795
Gross unrealized depreciation	(60,488,215)
Net unrealized appreciation (depreciation) on securities and other investments	$ 422,443,580

Tax Cost	$ 3,370,242,972

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

Undistributed ordinary income	$ 16,120,171
Undistributed long-term capital gain	$ 53,230,519
Net unrealized appreciation (depreciation)	$ 422,452,108

The tax character of distributions paid was as follows:

	November 30, 2013	November 30, 2012
Ordinary Income	$ 84,894,576	$ 58,382,786

Annual Report

3. Significant Accounting Policies - continued

4. Derivative Instruments.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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

Equity Risk

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $1,058,593 related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,631,784,513 and $2,240,213,907, respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 1,156,837	$ 54,762
Class T	.25%	.25%	770,928	3,061
Class B	.75%	.25%	134,212	100,977
Class C	.75%	.25%	1,999,747	757,644
			$ 4,061,724	$ 916,444

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

	Retained by FDC
Class A	$ 407,626
Class T	72,129
Class B*	11,212
Class C*	41,076
	$ 532,043

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 960,777	.21
Class T	331,533	.21
Class B	40,014	.30
Class C	433,432	.22
Strategic Dividend and Income	4,574,099	.18
Institutional Class	416,481	.19
	$ 6,756,336

7. Committed Line of Credit.

8. Security Lending.

Annual Report

Notes to Financial Statements - continued

8. Security Lending - continued

9. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $30,370.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2013	2012
From net investment income
Class A	$ 10,120,177	$ 5,694,746
Class T	2,956,049	2,191,209
Class B	177,929	221,175
Class C	3,025,398	1,765,285
Strategic Dividend and Income	63,285,770	46,042,179
Institutional Class	5,329,253	2,468,192
Total	$ 84,894,576	$ 58,382,786

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2013	2012	2013	2012
Class A
Shares sold	18,683,613	21,215,243	$ 249,130,521	$ 249,241,343
Reinvestment of distributions	624,505	402,804	8,184,328	4,728,371
Shares redeemed	(10,385,619)	(4,345,902)	(138,868,091)	(51,525,276)
Net increase (decrease)	8,922,499	17,272,145	$ 118,446,758	$ 202,444,438
Class T
Shares sold	5,180,462	4,187,256	$ 69,025,969	$ 49,247,460
Reinvestment of distributions	203,617	167,848	2,666,035	1,952,936
Shares redeemed	(3,012,495)	(1,607,633)	(40,049,362)	(19,046,448)
Net increase (decrease)	2,371,584	2,747,471	$ 31,642,642	$ 32,153,948
Class B
Shares sold	181,589	345,414	$ 2,409,278	$ 3,980,028
Reinvestment of distributions	11,527	15,998	149,790	184,295
Shares redeemed	(485,149)	(405,263)	(6,427,856)	(4,735,580)
Net increase (decrease)	(292,033)	(43,851)	$ (3,868,788)	$ (571,257)
Class C
Shares sold	9,216,026	7,747,195	$ 122,907,375	$ 90,662,898
Reinvestment of distributions	191,317	123,791	2,508,939	1,445,283
Shares redeemed	(2,743,169)	(1,896,034)	(36,568,038)	(22,335,151)
Net increase (decrease)	6,664,174	5,974,952	$ 88,848,276	$ 69,773,030
Strategic Dividend and Income
Shares sold	84,308,226	116,328,586	$ 1,117,201,514	$ 1,362,994,048
Reinvestment of distributions	4,395,083	3,588,133	57,704,962	42,115,378
Shares redeemed	(83,529,229)	(47,124,625)	(1,123,575,306)	(559,602,248)
Net increase (decrease)	5,174,080	72,792,094	$ 51,331,170	$ 845,507,178

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

	Shares		Dollars
Years ended November 30,	2013	2012	2013	2012
Institutional Class
Shares sold	11,198,221	12,936,377	$ 148,858,109	$ 151,680,912
Reinvestment of distributions	250,170	130,170	3,295,370	1,540,732
Shares redeemed	(6,472,819)	(3,565,221)	(87,398,625)	(41,590,692)
Net increase (decrease)	4,975,572	9,501,326	$ 64,754,854	$ 111,630,952

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

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

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 15, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Abigail P. Johnson (1961)
Year of Election or Appointment: 2009 Trustee Chairman of the Board of Trustees
	Ms. Johnson also serves as Trustee of other Fidelity funds. Ms. Johnson serves as President of FMR LLC (2013-present), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Elizabeth S. Acton (1951)
Year of Election or Appointment: 2013 Trustee
	Ms. Acton also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present).
Albert R. Gamper, Jr. (1942)
Year of Election or Appointment: 2006 Trustee Chairman of the Independent Trustees
	Mr. Gamper also serves as Trustee of other Fidelity funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of certain Fidelity funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).
Robert F. Gartland (1951)
Year of Election or Appointment: 2010 Trustee
	Mr. Gartland also serves as Trustee of other Fidelity funds. Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).
Arthur E. Johnson (1947)
Year of Election or Appointment: 2008 Trustee
	Mr. Johnson also serves as Trustee of other Fidelity funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.
Michael E. Kenneally (1954)
Year of Election or Appointment: 2009 Trustee
	Mr. Kenneally also serves as Trustee of other Fidelity funds. Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity funds before joining the Board of Trustees (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.
James H. Keyes (1940)
Year of Election or Appointment: 2007 Trustee
	Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (1946)
Year of Election or Appointment: 2001 Trustee Vice Chairman of the Independent Trustees
	Ms. Knowles also serves as Trustee of other Fidelity funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002).
Kenneth L. Wolfe (1939)
Year of Election or Appointment: 2005 Trustee
	Mr. Wolfe also serves as Trustee of other Fidelity funds. Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of other Fidelity funds (2008-2012).

Officers:

Correspondence intended for each officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2013 Assistant Secretary
	Mr. Bryant also serves as an officer of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC. Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2013 President and Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Bruce T. Herring (1965)
Year of Election or Appointment: 2013 Vice President of Fidelity's Asset Allocation Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Charles S. Morrison (1960)
Year of Election or Appointment: 2012 Vice President
	Mr. Morrison also serves as Vice President of other funds. He serves as President, Fixed Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Fixed Income Division.
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2009 Assistant Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Gary W. Ryan (1958)
Year of Election or Appointment: 2005 Assistant Treasurer
	Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Stephen Sadoski (1971)
Year of Election or Appointment: 2013 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Assistant Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Michael H. Whitaker (1967)
Year of Election or Appointment: 2008 Chief Compliance Officer
	Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Derek L. Young (1964)
Year of Election or Appointment: 2009 Vice President of Fidelity's Asset Allocation Funds
	Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Class A	12/16/13	12/13/13	$0.087	$0.110
Class A	01/13/14	01/10/14	$0.000	$0.089
Class T	12/16/13	12/13/13	$0.078	$0.110
Class T	01/13/14	01/10/14	$0.000	$0.089
Class B	12/16/13	12/13/13	$0.056	$0.110
Class B	01/13/14	01/10/14	$0.000	$0.089
Class C	12/16/13	12/13/13	$0.061	$0.110
Class C	01/13/14	01/10/14	$0.000	$0.089

The fund hereby designates a capital gain with respect to the taxable year ended November 30, 2013 $81,105,000, or, if subsequently determined to be different, the net capital gain of such year.

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.

Class A designates 20%, 93%, 92%, and 91%; Class T designates 22%, 100%, 100%, and 100%; Class B designates 31%, 100%, 100%, and 100%; and Class C designates 29%, 100%, 100%, and 100%; of the dividends distributed in December 2012, April 2013, July 2013 and October 2013, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A designates 21%, 100%, 100%, and 100%; Class T designates 23%, 100%, 100%, and 100%; Class B designates 32%, 100%, 100%, and 100%; and Class C designates 29%, 100%, 100%, and 100%; of the dividends distributed in December 2012, April 2013, July 2013 and October 2013, 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 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Strategic Dividend & Income Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Strategic Dividend & Income Fund

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Annual Report

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that 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

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

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASDI-UANN-0114
1.802529.109

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

Strategic Dividend & Income®

Fund - Institutional Class

Annual Report

November 30, 2013

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
Strategic Dividend &
Income® Fund

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.

Annual Report

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 Returns

Periods ended November 30, 2013	Past 1 year	Past 5 years	Life of fund^A
Institutional Class	17.50%	18.62%	7.08%

^AFrom December 23, 2003.

$10,000 Over Life of Fund

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

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Management's Discussion of Fund Performance

Comments from Joanna Bewick, Lead Portfolio Manager of Fidelity Advisor® Strategic Dividend & Income® Fund: For the year, the fund's Institutional Class shares returned 17.50%, roughly in line with the 17.18% result of the Fidelity Strategic Dividend & Income Composite Index^SM. Positioning among preferred securities was the most helpful. We chose to underweight these defensive securities since their interest rate sensitivity had the potential to dampen performance in a rising-rate environment. From an absolute perspective, the dividend-paying equities subportfolio - which makes up 50% of the Composite benchmark - was the strongest-performing component of the Composite index, fueled by investors' appetite for income. Given the strong macroeconomic backdrop during the past year, including a healthy corporate sector, we overweighted this strong-performing subportfolio, to the fund's advantage versus its index. Looking at the individual subportfolios, the preferred securities sleeve benefited from exceptional security selection relative to its benchmark. On the flip side, security selection in the convertible securities and dividend-paying equities sleeves dampened relative performance.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2013 to November 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value June 1, 2013	Ending Account Value November 30, 2013	Expenses Paid During Period* June 1, 2013 to November 30, 2013
Class A	1.04%
Actual		$ 1,000.00	$ 1,043.60	$ 5.33
Hypothetical^A		$ 1,000.00	$ 1,019.85	$ 5.27
Class T	1.30%
Actual		$ 1,000.00	$ 1,043.00	$ 6.66
Hypothetical^A		$ 1,000.00	$ 1,018.55	$ 6.58
Class B	1.88%
Actual		$ 1,000.00	$ 1,038.80	$ 9.61
Hypothetical^A		$ 1,000.00	$ 1,015.64	$ 9.50
Class C	1.80%
Actual		$ 1,000.00	$ 1,040.20	$ 9.21
Hypothetical^A		$ 1,000.00	$ 1,016.04	$ 9.10
Strategic Dividend and Income	.76%
Actual		$ 1,000.00	$ 1,045.60	$ 3.90
Hypothetical^A		$ 1,000.00	$ 1,021.26	$ 3.85
Institutional Class	.77%
Actual		$ 1,000.00	$ 1,045.60	$ 3.95
Hypothetical^A		$ 1,000.00	$ 1,021.21	$ 3.90

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Investment Changes (Unaudited)

Top Ten Investments as of November 30, 2013
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	3.3	2.8
Microsoft Corp.	3.0	3.0
Chevron Corp.	2.9	3.0
Procter & Gamble Co.	2.3	2.0
Johnson & Johnson	2.1	2.0
Exxon Mobil Corp.	1.8	1.3
Simon Property Group, Inc.	1.6	1.5
Cisco Systems, Inc.	1.6	1.4
The Coca-Cola Co.	1.4	1.5
Merck & Co., Inc.	1.4	1.5
	21.4
Top Five Market Sectors as of November 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	31.4	32.4
Information Technology	13.5	13.7
Health Care	12.6	11.3
Energy	9.3	8.5
Consumer Staples	8.8	9.6

Asset Allocation (% of fund's net assets)
As of November 30, 2013*			As of May 31, 2013**
	Common Stocks 66.9%			Common Stocks 64.9%
	Preferred Stocks 9.2%			Preferred Stocks 9.6%
	Convertible Bonds 10.6%			Convertible Bonds 9.9%
	Other Investments 10.9%			Other Investments 12.6%
	Short-Term Investments and Net Other Assets (Liabilities) 2.4%			Short-Term Investments and Net Other Assets (Liabilities) 3.0%
* Foreign investments		7.0%	** Foreign investments		5.0%

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Annual Report

Investments November 30, 2013

Showing Percentage of Net Assets

Corporate Bonds - 19.0%
		Principal Amount (e)		Value
Convertible Bonds - 10.6%
CONSUMER DISCRETIONARY - 0.3%
Automobiles - 0.0%
Ford Motor Co. 4.25% 11/15/16		$ 860,000		$ 1,735,996
Household Durables - 0.2%
M/I Homes, Inc. 3% 3/1/18		6,140,000		6,471,560
Media - 0.1%
Liberty Media Corp. 1.375% 10/15/23 (g)		2,800,000		2,886,240
TOTAL CONSUMER DISCRETIONARY				11,093,796
ENERGY - 1.5%
Oil, Gas & Consumable Fuels - 1.5%
Alpha Natural Resources, Inc. 3.75% 12/15/17		15,980,000		15,780,250
Chesapeake Energy Corp. 2.5% 5/15/37		17,920,000		18,427,136
Clean Energy Fuels Corp. 5.25% 10/1/18 (g)		1,000,000		1,002,400
Cobalt International Energy, Inc. 2.625% 12/1/19		7,970,000		7,920,188
Ship Finance International Ltd. 3.25% 2/1/18		14,180,000		14,823,772
				57,953,746
FINANCIALS - 0.7%
Insurance - 0.6%
Fidelity National Financial, Inc. 4.25% 8/15/18		15,470,000		23,418,486
Real Estate Management & Development - 0.1%
Forestar Group, Inc. 3.75% 3/1/20		4,340,000		4,723,656
TOTAL FINANCIALS				28,142,142
HEALTH CARE - 3.3%
Biotechnology - 0.9%
Array BioPharma, Inc. 3% 6/1/20		3,480,000		3,910,824
Cubist Pharmaceuticals, Inc.:
1.125% 9/1/18 (g)		2,800,000		3,157,000
1.875% 9/1/20 (g)		2,900,000		3,248,000
Gilead Sciences, Inc. 1.625% 5/1/16		2,900,000		9,533,292
InterMune, Inc. 2.5% 12/15/17		2,720,000		3,551,776
Theravance, Inc. 2.125% 1/15/23		6,060,000		9,264,225
				32,665,117
Health Care Equipment & Supplies - 0.5%
Teleflex, Inc. 3.875% 8/1/17		12,290,000		20,253,920
Corporate Bonds - continued
		Principal Amount (e)		Value
Convertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - 1.4%
HealthSouth Corp. 2% 12/1/43		$ 24,029,000		$ 26,643,355
Molina Healthcare, Inc. 1.125% 1/15/20 (g)		7,310,000		7,584,125
WellPoint, Inc. 2.75% 10/15/42		12,280,000		16,869,650
				51,097,130
Pharmaceuticals - 0.5%
Auxilium Pharmaceuticals, Inc. 1.5% 7/15/18		3,200,000		3,485,760
Isis Pharmaceuticals, Inc. 2.75% 10/1/19		2,000,000		4,862,500
ViroPharma, Inc. 2% 3/15/17		2,260,000		5,997,475
VIVUS, Inc. 4.5% 5/1/20 (g)		5,770,000		5,113,951
				19,459,686
TOTAL HEALTH CARE				123,475,853
INDUSTRIALS - 0.8%
Commercial Services & Supplies - 0.4%
Covanta Holding Corp. 3.25% 6/1/14		12,890,000		15,145,750
Construction & Engineering - 0.4%
Layne Christensen Co. 4.25% 11/15/18 (g)		6,140,000		6,116,975
MasTec, Inc.:
4% 6/15/14		2,580,000		5,205,150
4.25% 12/15/14		2,580,000		5,353,500
				16,675,625
TOTAL INDUSTRIALS				31,821,375
INFORMATION TECHNOLOGY - 3.2%
Communications Equipment - 0.7%
Ciena Corp. 3.75% 10/15/18 (g)		2,760,000		3,781,200
InterDigital, Inc. 2.5% 3/15/16		17,860,000		18,529,750
Liberty Interactive LLC 0.75% 3/30/43 (g)		4,600,000		5,750,230
				28,061,180
Computers & Peripherals - 0.6%
EMC Corp. 1.75% 1/1/14		14,650,000		21,841,685
Internet Software & Services - 0.1%
WebMD Health Corp. 1.5% 12/1/20 (g)		4,500,000		4,401,900
Corporate Bonds - continued
		Principal Amount (e)		Value
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 1.0%
GT Advanced Technologies, Inc. 3% 10/1/17		$ 12,855,000		$ 19,178,053
Intel Corp. 3.25% 8/1/39		14,220,000		18,113,436
				37,291,489
Software - 0.8%
Nuance Communications, Inc. 2.75% 11/1/31		14,260,000		13,618,300
TiVo, Inc. 4% 3/15/16 (g)		10,990,000		14,660,660
				28,278,960
TOTAL INFORMATION TECHNOLOGY				119,875,214
MATERIALS - 0.6%
Containers & Packaging - 0.5%
Owens-Brockway Glass Container, Inc. 3% 6/1/15 (g)		19,800,000		20,518,740
Metals & Mining - 0.1%
Horsehead Holding Corp. 3.8% 7/1/17		1,560,000		1,866,384
Paper & Forest Products - 0.0%
Rayonier TRS Holdings, Inc. 4.5% 8/15/15		1,330,000		1,832,075
TOTAL MATERIALS				24,217,199
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (g)		5,500,000		6,290,625
TOTAL CONVERTIBLE BONDS				402,869,950
Nonconvertible Bonds - 8.4%
CONSUMER DISCRETIONARY - 1.0%
Hotels, Restaurants & Leisure - 0.1%
MGM Mirage, Inc. 6.625% 7/15/15		3,200,000		3,448,000
Media - 0.9%
CCO Holdings LLC/CCO Holdings Capital Corp.:
5.25% 9/30/22		7,840,000		7,389,200
5.75% 1/15/24		2,570,000		2,422,225
7.25% 10/30/17		8,000,000		8,460,000
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - continued
Cequel Communications Escrow I LLC/Cequel Communications Escrow Capital Corp. 6.375% 9/15/20 (g)		$ 2,650,000		$ 2,736,125
Clear Channel Communications, Inc. 4.9% 5/15/15		4,725,000		4,559,625
Harron Communications LP/Harron Finance Corp. 9.125% 4/1/20 (g)		7,145,000		7,948,813
WMG Acquisition Corp. 11.5% 10/1/18		1,340,000		1,551,050
				35,067,038
TOTAL CONSUMER DISCRETIONARY				38,515,038
CONSUMER STAPLES - 0.5%
Food & Staples Retailing - 0.5%
BI-LO LLC/BI-LO Finance Corp. 9.25% 2/15/19 (g)		11,935,000		13,158,338
Tops Markets LLC 8.875% 12/15/17 (g)		3,760,000		4,126,600
				17,284,938
ENERGY - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
Alpha Natural Resources, Inc. 6% 6/1/19		21,100,000		18,409,750
FINANCIALS - 4.6%
Capital Markets - 0.3%
Chase Capital II 0.7419% 2/1/27 (i)		7,900,000		6,399,000
Chase Capital Trust VI 0.8669% 8/1/28 (i)		5,000,000		4,050,000
JPMorgan Chase Capital XXIII 1.2406% 5/15/77 (i)		2,500,000		1,853,125
Lehman Brothers Holdings, Inc. 1.0676% (d)(i)		1,000,000		0
				12,302,125
Commercial Banks - 2.0%
Bank of Ireland 10% 7/30/16	EUR	8,293,000		12,057,325
CIT Group, Inc. 4.75% 2/15/15 (g)		3,610,000		3,754,400
Corestates Capital II 0.8936% 1/15/27 (g)(i)		3,000,000		2,490,000
Corestates Capital III 0.8106% 2/15/27 (g)(i)		3,960,000		3,286,800
First Maryland Capital I 1.2436% 1/15/27 (i)		2,500,000		2,075,000
First Maryland Capital II 1.0919% 2/1/27 (i)		4,100,000		3,403,000
JPMorgan Chase Capital XXI 1.192% 1/15/87 (i)		12,500,000		9,312,500
PNC Capital Trust C 0.8312% 6/1/28 (i)		9,000,000		7,470,000
Wachovia Capital Trust II 0.7436% 1/15/27 (i)		32,014,000		26,571,620
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
Wells Fargo Capital II 0.7359% 1/30/27 (i)		$ 5,930,000		$ 4,921,900
Wells Fargo Capital X 5.95% 12/15/36		2,350,000		2,303,000
				77,645,545
Consumer Finance - 0.4%
Ally Financial, Inc. 4.75% 9/10/18		6,000,000		6,300,000
American Express Co. 6.8% 9/1/66 (i)		2,500,000		2,656,250
GMAC LLC 8% 11/1/31		3,900,000		4,650,750
				13,607,000
Diversified Financial Services - 1.9%
Central Fidelity Capital Trust I 1.2436% 4/15/27 (i)		2,500,000		2,075,000
General Electric Capital Corp. 7.125% (h)(i)		10,000,000		11,125,000
General Motors Financial Co., Inc. 2.75% 5/15/16 (g)		795,000		804,938
Goldman Sachs Capital II 4% (h)(i)		7,653,000		5,586,690
Goldman Sachs Capital III 4% (h)(i)		18,715,000		13,306,365
ILFC E-Capital Trust I 5.35% 12/21/65 (g)(i)		33,530,000		29,674,050
JPMorgan Chase Capital XIII 1.1981% 9/30/34 (i)		2,750,000		2,172,500
Transportation Union LLC/Transportation Union Financing Corp. 11.375% 6/15/18		4,945,000		5,427,138
TransUnion Holding Co., Inc. 9.625% 6/15/18 pay-in-kind		2,570,000		2,772,388
				72,944,069
TOTAL FINANCIALS				176,498,739
HEALTH CARE - 0.1%
Health Care Providers & Services - 0.1%
HealthSouth Corp. 5.75% 11/1/24		2,165,000		2,148,763
INDUSTRIALS - 0.8%
Commercial Services & Supplies - 0.0%
Garda World Security Corp. 7.25% 11/15/21 (g)		110,000		111,650
Construction & Engineering - 0.1%
MasTec, Inc. 4.875% 3/15/23		3,325,000		3,158,750
Marine - 0.4%
Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (g)		3,755,000		3,801,938
Navios Maritime Holdings, Inc. 8.125% 2/15/19		12,965,000		13,224,300
				17,026,238
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Trading Companies & Distributors - 0.3%
International Lease Finance Corp.:
8.25% 12/15/20		$ 705,000		$ 837,188
8.625% 9/15/15		5,000,000		5,568,750
8.875% 9/1/17		3,000,000		3,585,000
				9,990,938
TOTAL INDUSTRIALS				30,287,576
MATERIALS - 0.2%
Metals & Mining - 0.2%
Severstal Columbus LLC 10.25% 2/15/18		8,310,000		8,808,600
TELECOMMUNICATION SERVICES - 0.6%
Diversified Telecommunication Services - 0.3%
CenturyLink, Inc. 6.75% 12/1/23		4,000,000		4,090,000
Sprint Capital Corp. 6.875% 11/15/28		9,215,000		8,754,250
				12,844,250
Wireless Telecommunication Services - 0.3%
Intelsat Jackson Holdings SA 5.5% 8/1/23 (g)		2,945,000		2,819,838
Sprint Communications, Inc.:
6% 12/1/16		4,660,000		5,052,372
7% 8/15/20		1,500,000		1,612,500
T-Mobile U.S.A., Inc. 5.25% 9/1/18 (g)		585,000		609,863
				10,094,573
TOTAL TELECOMMUNICATION SERVICES				22,938,823
UTILITIES - 0.1%
Multi-Utilities - 0.1%
Wisconsin Energy Corp. 6.25% 5/15/67 (i)		3,000,000		3,071,250
TOTAL NONCONVERTIBLE BONDS				317,963,477
TOTAL CORPORATE BONDS (Cost $669,069,435)			720,833,427

Common Stocks - 66.9%
	Shares		Value
CONSUMER DISCRETIONARY - 4.0%
Diversified Consumer Services - 0.2%
H&R Block, Inc.	239,500		$ 6,679,655
Hotels, Restaurants & Leisure - 1.2%
Brinker International, Inc.	123,200		5,794,096
Cedar Fair LP (depositary unit)	124,800		6,215,040
Las Vegas Sands Corp.	68,800		4,931,584
McDonald's Corp.	235,900		22,969,583
Wyndham Worldwide Corp.	60,400		4,331,284
			44,241,587
Household Durables - 0.1%
Whirlpool Corp.	31,900		4,873,044
Media - 1.4%
Comcast Corp. Class A	462,100		23,044,927
Sinclair Broadcast Group, Inc. Class A	164,600		5,402,172
Time Warner Cable, Inc.	96,500		13,338,230
Time Warner, Inc.	103,400		6,794,414
Viacom, Inc. Class B (non-vtg.)	71,000		5,692,070
			54,271,813
Multiline Retail - 0.4%
Target Corp.	236,500		15,119,445
Specialty Retail - 0.4%
H&M Hennes & Mauritz AB (B Shares)	133,000		5,636,839
Home Depot, Inc.	76,600		6,179,322
Murphy U.S.A., Inc.	19,450		880,113
			12,696,274
Textiles, Apparel & Luxury Goods - 0.3%
Coach, Inc.	57,400		3,323,460
VF Corp.	37,600		8,820,208
			12,143,668
TOTAL CONSUMER DISCRETIONARY			150,025,486
CONSUMER STAPLES - 8.0%
Beverages - 2.8%
Anheuser-Busch InBev SA NV ADR	77,700		7,933,947
PepsiCo, Inc.	503,100		42,491,826
SABMiller PLC	72,100		3,719,822
The Coca-Cola Co.	1,348,400		54,192,196
			108,337,791
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food & Staples Retailing - 0.5%
Wal-Mart Stores, Inc.	247,800		$ 20,074,278
Food Products - 0.9%
Kellogg Co.	143,200		8,683,648
Mondelez International, Inc.	502,000		16,832,060
Unilever NV (NY Reg.)	216,400		8,495,864
			34,011,572
Household Products - 2.3%
Procter & Gamble Co.	1,034,158		87,096,787
Tobacco - 1.5%
British American Tobacco PLC sponsored ADR	103,800		11,037,054
Philip Morris International, Inc.	524,218		44,841,608
			55,878,662
TOTAL CONSUMER STAPLES			305,399,090
ENERGY - 7.0%
Energy Equipment & Services - 0.2%
Ensco PLC Class A	143,000		8,448,440
Oil, Gas & Consumable Fuels - 6.8%
Access Midstream Partners LP	137,300		7,712,141
Apache Corp.	113,663		10,399,028
Canadian Natural Resources Ltd.	170,600		5,616,289
Chevron Corp.	884,900		108,347,156
ConocoPhillips Co.	438,200		31,900,960
El Paso Pipeline Partners LP	76,629		3,186,234
Enterprise Products Partners LP	44,300		2,789,571
Exxon Mobil Corp.	749,800		70,091,304
Markwest Energy Partners LP	52,700		3,639,989
QEP Midstream Partners LP	26,600		602,224
Targa Resources Corp.	25,300		2,051,577
The Williams Companies, Inc.	251,400		8,854,308
Western Gas Partners LP	25,000		1,592,000
			256,782,781
TOTAL ENERGY			265,231,221
FINANCIALS - 19.7%
Capital Markets - 1.5%
BlackRock, Inc. Class A	70,200		21,253,050
Carlyle Group LP	183,700		5,970,250
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
KKR & Co. LP	546,700		$ 12,973,191
The Blackstone Group LP	536,500		15,333,170
			55,529,661
Commercial Banks - 1.8%
Commerce Bancshares, Inc.	94,158		4,248,409
Cullen/Frost Bankers, Inc. (f)	82,200		5,903,604
M&T Bank Corp.	123,600		14,258,496
National Penn Bancshares, Inc.	356,500		4,024,885
PNC Financial Services Group, Inc.	132,000		10,157,400
Svenska Handelsbanken AB (A Shares)	142,900		6,640,280
U.S. Bancorp	420,300		16,484,166
Wells Fargo & Co.	195,100		8,588,302
			70,305,542
Consumer Finance - 0.1%
Capital One Financial Corp.	68,100		4,878,003
Diversified Financial Services - 0.5%
JPMorgan Chase & Co.	147,100		8,417,062
The NASDAQ Stock Market, Inc.	224,600		8,824,534
			17,241,596
Insurance - 2.1%
ACE Ltd.	82,000		8,427,960
esure Group PLC	574,300		2,386,907
Marsh & McLennan Companies, Inc.	185,300		8,792,485
MetLife, Inc.	471,900		24,628,461
MetLife, Inc. unit	301,900		9,277,387
The Travelers Companies, Inc.	225,900		20,498,166
Zurich Insurance Group AG	23,062		6,434,664
			80,446,030
Real Estate Investment Trusts - 13.5%
Acadia Realty Trust (SBI)	198,513		5,155,383
Alexandria Real Estate Equities, Inc.	281,544		17,810,473
American Tower Corp.	36,300		2,823,051
AvalonBay Communities, Inc.	124,590		14,771,390
Boston Properties, Inc.	255,596		25,429,246
Camden Property Trust (SBI)	151,262		8,761,095
CBL & Associates Properties, Inc.	144,986		2,618,447
Cedar Shopping Centers, Inc.	492,209		2,854,812
Chesapeake Lodging Trust	332,622		7,939,687
Coresite Realty Corp.	153,075		4,953,507
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
Corrections Corp. of America	174,554		$ 5,821,376
Cousins Properties, Inc.	1,181,440		12,653,222
Douglas Emmett, Inc.	308,844		7,097,235
DuPont Fabros Technology, Inc.	167,372		3,928,221
Equity Lifestyle Properties, Inc.	129,327		4,591,109
Equity One, Inc.	513,048		11,492,275
Equity Residential (SBI)	270,515		13,942,343
Essex Property Trust, Inc.	123,102		18,688,115
Excel Trust, Inc.	84,377		988,898
First Industrial Realty Trust, Inc.	497,000		8,677,620
General Growth Properties, Inc.	266,786		5,535,810
Glimcher Realty Trust	1,091,128		10,594,853
HCP, Inc.	396,739		14,588,093
Health Care REIT, Inc.	140,596		7,871,970
Home Properties, Inc.	20,835		1,095,504
Host Hotels & Resorts, Inc.	639,297		11,769,458
Kite Realty Group Trust	527,134		3,452,728
LaSalle Hotel Properties (SBI)	350,613		10,981,199
Lexington Corporate Properties Trust	698,400		7,172,568
Mid-America Apartment Communities, Inc.	280,210		16,879,850
National Retail Properties, Inc. (f)	470,762		14,946,694
Piedmont Office Realty Trust, Inc. Class A	620,046		10,156,353
Prologis, Inc.	861,610		32,680,867
Public Storage	207,338		31,660,513
Retail Properties America, Inc.	293,500		3,912,355
Sabra Health Care REIT, Inc.	98,743		2,634,463
Senior Housing Properties Trust (SBI)	99,900		2,262,735
Simon Property Group, Inc.	412,015		61,740,448
SL Green Realty Corp.	239,423		21,660,599
Sun Communities, Inc.	81,582		3,328,546
Sunstone Hotel Investors, Inc.	463,462		6,057,448
Terreno Realty Corp.	50,700		897,897
UDR, Inc.	127,200		2,959,944
Ventas, Inc.	553,939		31,480,353
Vornado Realty Trust	25,514		2,243,446
Weyerhaeuser Co.	197,800		5,959,714
WP Carey, Inc.	126,400		7,934,128
			513,456,041
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - 0.2%
Forest City Enterprises, Inc. Class A (a)	353,040		$ 6,884,280
TOTAL FINANCIALS			748,741,153
HEALTH CARE - 8.6%
Biotechnology - 0.4%
Amgen, Inc.	138,600		15,811,488
Health Care Equipment & Supplies - 0.1%
Baxter International, Inc.	55,800		3,819,510
Health Care Providers & Services - 0.2%
Emeritus Corp. (a)	312,610		7,036,851
Pharmaceuticals - 7.9%
AbbVie, Inc.	670,900		32,505,105
Eli Lilly & Co.	361,200		18,139,464
Johnson & Johnson	832,944		78,846,479
Merck & Co., Inc.	1,081,290		53,880,681
Pfizer, Inc.	1,688,600		53,579,278
Roche Holding AG:
(participation certificate)	72,661		20,257,540
sponsored ADR	151,300		10,598,565
Sanofi SA sponsored ADR	305,200		16,123,716
Teva Pharmaceutical Industries Ltd. sponsored ADR	388,600		15,839,336
			299,770,164
TOTAL HEALTH CARE			326,438,013
INDUSTRIALS - 3.4%
Aerospace & Defense - 0.5%
Honeywell International, Inc.	112,400		9,948,524
United Technologies Corp.	81,300		9,012,918
			18,961,442
Air Freight & Logistics - 0.0%
Royal Mail PLC	136,000		1,235,079
Commercial Services & Supplies - 0.5%
KAR Auction Services, Inc.	79,000		2,179,610
Republic Services, Inc.	106,300		3,710,933
Waste Management, Inc.	150,800		6,888,544
West Corp.	249,700		5,750,591
			18,529,678
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - 0.6%
Eaton Corp. PLC	177,300		$ 12,882,618
Emerson Electric Co.	122,100		8,179,479
			21,062,097
Industrial Conglomerates - 1.2%
3M Co.	153,500		20,493,785
General Electric Co.	589,553		15,717,483
Siemens AG	67,795		8,948,473
			45,159,741
Machinery - 0.6%
Caterpillar, Inc.	69,600		5,888,160
Cummins, Inc.	58,800		7,782,768
Stanley Black & Decker, Inc.	86,800		7,064,652
Stanley Black & Decker, Inc. unit (a)	15,200		1,550,400
			22,285,980
TOTAL INDUSTRIALS			127,234,017
INFORMATION TECHNOLOGY - 10.1%
Communications Equipment - 1.6%
Cisco Systems, Inc.	2,732,200		58,059,250
Computers & Peripherals - 3.5%
Apple, Inc.	224,900		125,060,139
EMC Corp.	293,500		6,999,975
			132,060,114
IT Services - 1.0%
Accenture PLC Class A	65,200		5,051,044
Automatic Data Processing, Inc.	105,100		8,410,102
Fidelity National Information Services, Inc.	160,300		8,124,004
Paychex, Inc.	380,200		16,626,146
			38,211,296
Semiconductors & Semiconductor Equipment - 1.0%
Intel Corp.	1,625,200		38,744,768
Software - 3.0%
Microsoft Corp.	3,015,100		114,965,763
TOTAL INFORMATION TECHNOLOGY			382,041,191
Common Stocks - continued
	Shares		Value
MATERIALS - 1.4%
Chemicals - 1.1%
E.I. du Pont de Nemours & Co.	301,500		$ 18,506,070
Eastman Chemical Co.	56,400		4,344,492
LyondellBasell Industries NV Class A	150,700		11,631,026
Potash Corp. of Saskatchewan, Inc.	66,400		2,102,203
The Dow Chemical Co.	157,800		6,163,668
			42,747,459
Metals & Mining - 0.1%
Freeport-McMoRan Copper & Gold, Inc.	169,100		5,866,079
Paper & Forest Products - 0.2%
International Paper Co.	131,700		6,143,805
TOTAL MATERIALS			54,757,343
TELECOMMUNICATION SERVICES - 1.7%
Diversified Telecommunication Services - 0.9%
AT&T, Inc.	962,600		33,893,146
Wireless Telecommunication Services - 0.8%
Vodafone Group PLC	8,650,900		32,072,063
TOTAL TELECOMMUNICATION SERVICES			65,965,209
UTILITIES - 3.0%
Electric Utilities - 2.0%
American Electric Power Co., Inc.	174,100		8,193,146
Cleco Corp.	81,800		3,739,078
IDACORP, Inc.	153,900		7,953,552
ITC Holdings Corp.	61,200		5,537,376
NextEra Energy, Inc.	295,800		25,021,722
Northeast Utilities	236,099		9,698,947
Southern Co.	183,900		7,471,857
Xcel Energy, Inc.	355,300		9,955,506
			77,571,184
Gas Utilities - 0.2%
Atmos Energy Corp.	133,500		5,934,075
Multi-Utilities - 0.8%
CMS Energy Corp.	147,100		3,904,034
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Multi-Utilities - continued
NiSource, Inc.	270,700		$ 8,559,534
Sempra Energy	218,100		19,288,764
			31,752,332
TOTAL UTILITIES			115,257,591
TOTAL COMMON STOCKS (Cost $2,186,289,930)		2,541,090,314
Preferred Stocks - 9.2%

Convertible Preferred Stocks - 4.2%
CONSUMER DISCRETIONARY - 0.4%
Automobiles - 0.4%
General Motors Co. 4.75%	300,884		16,006,887
CONSUMER STAPLES - 0.3%
Food Products - 0.3%
Post Holdings, Inc. 3.75% (g)	96,800		11,646,008
FINANCIALS - 0.7%
Capital Markets - 0.0%
AMG Capital Trust I 5.10%	23,800		1,590,138
Commercial Banks - 0.3%
Wells Fargo & Co. 7.50%	8,190		9,223,988
Diversified Financial Services - 0.0%
Bank of America Corp. Series L, 7.25%	1,228		1,320,100
Real Estate Investment Trusts - 0.3%
Weyerhaeuser Co. Series A, 6.375%	199,100		10,882,806
Real Estate Management & Development - 0.1%
Forestar Group, Inc. 6.00% (a)	160,000		4,121,600
TOTAL FINANCIALS			27,138,632
HEALTH CARE - 0.2%
Health Care Equipment & Supplies - 0.2%
Alere, Inc. 3.00%	21,712		5,993,380
Preferred Stocks - continued
	Shares		Value
Convertible Preferred Stocks - continued
INDUSTRIALS - 0.4%
Aerospace & Defense - 0.4%
United Technologies Corp. 7.50%	234,600		$ 15,333,456
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Unisys Corp. Series A, 6.25%	49,200		3,667,860
TELECOMMUNICATION SERVICES - 0.3%
Wireless Telecommunication Services - 0.3%
Crown Castle International Corp. Series A, 4.50% (a)	122,000		12,243,920
UTILITIES - 1.8%
Electric Utilities - 0.8%
NextEra Energy, Inc.:
5.779% (a)	189,000		9,387,630
5.889%	186,100		10,412,295
PPL Corp. 8.75%	195,900		10,353,315
			30,153,240
Multi-Utilities - 1.0%
CenterPoint Energy, Inc. 2.00% ZENS	383,900		19,868,745
Dominion Resources, Inc.:
Series A, 6.125%	177,300		9,723,132
Series B, 6.00%	177,400		9,702,006
			39,293,883
TOTAL UTILITIES			69,447,123
TOTAL CONVERTIBLE PREFERRED STOCKS			161,477,266
Nonconvertible Preferred Stocks - 5.0%
ENERGY - 0.1%
Energy Equipment & Services - 0.1%
NuStar Logistics LP 7.625%	180,000		4,644,000
FINANCIALS - 4.3%
Capital Markets - 0.1%
Goldman Sachs Group, Inc. 5.95%	65,219		1,433,514
Morgan Stanley Capital I Trust 6.60%	140,000		3,487,400
			4,920,914
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Commercial Banks - 0.3%
HSBC Holdings PLC Series B, 8.00%	45,400		$ 1,223,530
SunTrust Banks, Inc. Series E, 5.875%	80,000		1,713,600
U.S. Bancorp:
Series A, 3.50%	11,890		8,691,590
Series H, 5.15%	40,000		834,800
			12,463,520
Consumer Finance - 1.6%
Ally Financial, Inc.:
7.00% (g)	46,758		44,887,680
Series A, 8.50%	410,000		10,975,700
HSBC U.S.A., Inc. Series F, 3.87%	300,000		5,730,000
			61,593,380
Diversified Financial Services - 1.1%
Barclays Bank PLC:
Series 2, 6.625%	47,200		1,146,488
Series 4, 7.75%	247,800		6,274,296
Citigroup, Inc.:
Series C, 5.80%	200,000		4,214,000
Series J, 7.125% (a)	120,000		3,142,800
GMAC Capital Trust I Series 2, 8.125%	900,698		24,174,734
JPMorgan Chase Capital XXIX 6.70%	155,000		4,003,650
			42,955,968
Insurance - 0.1%
MetLife, Inc. Series B, 6.50%	111,000		2,762,790
Real Estate Investment Trusts - 1.0%
Chesapeake Lodging Trust Series A, 7.75%	50,000		1,241,500
Digital Realty Trust, Inc. Series G, 5.875%	140,000		2,720,200
Health Care REIT, Inc. Series J, 6.50%	12,000		288,480
Hersha Hospitality Trust:
Series B, 8.00%	48,200		1,221,870
Series C, 6.875%	50,000		1,155,000
Hospitality Properties Trust Series D, 7.125%	60,000		1,494,000
Kimco Realty Corp. Series K, 5.625%	120,000		2,426,400
Public Storage:
Series T, 5.75%	44,000		956,560
Series V, 5.375%	200,000		4,140,000
Sabra Health Care REIT, Inc. Series A, 7.125%	485,000		11,800,050
SL Green Realty Corp. Series I, 6.50%	60,000		1,332,000
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Sunstone Hotel Investors, Inc. Series D, 8.00%	226,218		$ 5,743,675
Vornado Realty Trust Series L, 5.40%	80,000		1,581,600
			36,101,335
Real Estate Management & Development - 0.1%
Ventas Realty LP/Ventas Capital Corp. 5.45%	60,000		1,314,000
TOTAL FINANCIALS			162,111,907
INDUSTRIALS - 0.1%
Commercial Services & Supplies - 0.1%
Pitney Bowes, Inc. 6.70%	120,000		2,992,800
TELECOMMUNICATION SERVICES - 0.1%
Diversified Telecommunication Services - 0.1%
Qwest Corp. 6.125%	160,000		3,209,600
UTILITIES - 0.4%
Electric Utilities - 0.4%
Duquesne Light Co. 6.50%	141,050		7,052,500
Gulf Power Co. 5.60%	30,000		2,670,000
Southern California Edison Co.:
5.349%	44,479		4,497,716
Series D, 6.50%	12,500		1,215,625
			15,435,841
TOTAL NONCONVERTIBLE PREFERRED STOCKS			188,394,148
TOTAL PREFERRED STOCKS (Cost $327,034,463)		349,871,414

Bank Loan Obligations - 1.1%
	Principal Amount
CONSUMER DISCRETIONARY - 0.1%
Media - 0.1%
Nielsen Finance LLC Tranche E, term loan 2.9175% 5/1/16 (i)	$ 3,970,000		3,974,963
Bank Loan Obligations - continued
	Principal Amount		Value
ENERGY - 0.2%
Oil, Gas & Consumable Fuels - 0.2%
Chesapeake Energy Corp. Tranche B, term loan 5.75% 12/2/17 (i)	$ 2,300,000		$ 2,343,240
Ruby Western Pipeline Holdings LLC Tranche B, term loan 3.5% 3/27/20 (i)	3,308,805		3,321,213
			5,664,453
HEALTH CARE - 0.4%
Health Care Providers & Services - 0.4%
HCA, Inc. Tranche B 4LN, term loan 2.914% 5/1/18 (i)	16,295,000		16,275,446
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Computer Discount Warehouse (CDW) LLC, Tranche B, term loan 3.25% 4/29/20 (i)	2,487,502		2,475,064
UTILITIES - 0.3%
Electric Utilities - 0.3%
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (i)	12,358,839		12,498,493
TOTAL BANK LOAN OBLIGATIONS (Cost $40,768,090)		40,888,419

Preferred Securities - 1.4%

CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
NBCUniversal Enterprise, Inc. 5.25% (g)(h)	975,000		985,266
FINANCIALS - 1.4%
Commercial Banks - 0.4%
PNC Preferred Funding Trust I 1.9044% (g)(h)(i)	3,450,000		3,015,398
SunTrust Preferred Capital I 4% 12/15/49 (i)	6,866,000		5,345,562
USB Capital IX 3.5% (h)(i)	8,625,000		6,766,911
			15,127,871
Diversified Financial Services - 1.0%
Citigroup, Inc. 5.35% (h)(i)	3,000,000		2,654,594
General Electric Capital Corp. 5.25% (h)(i)	5,000,000		4,854,959
JPMorgan Chase & Co.:
5.15% (h)(i)	15,000,000		13,564,019
Preferred Securities - continued
	Principal Amount		Value
FINANCIALS - continued
Diversified Financial Services - continued
JPMorgan Chase & Co.: - continued
7.9% (h)(i)	$ 6,250,000		$ 6,949,657
Wachovia Capital Trust III 5.5698% (h)(i)	8,091,000		7,625,873
			35,649,102
TOTAL FINANCIALS			50,776,973
TOTAL PREFERRED SECURITIES (Cost $52,586,682)		51,762,239
Money Market Funds - 2.3%
	Shares
Fidelity Cash Central Fund, 0.10% (b)	78,719,364		78,719,364
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	9,521,375		9,521,375
TOTAL MONEY MARKET FUNDS (Cost $88,240,739)		88,240,739
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $3,363,989,339)			3,792,686,552
NET OTHER ASSETS (LIABILITIES) - 0.1%			5,297,105
NET ASSETS - 100%		$ 3,797,983,657

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

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

(e) Amount is stated in United States dollars unless otherwise noted.

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

(h) Security is perpetual in nature with no stated maturity date.

(i) 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	$ 153,109
Fidelity Securities Lending Cash Central Fund	24,816
Total	$ 177,925

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 166,032,373	$ 166,032,373	$ -	$ -
Consumer Staples	317,045,098	305,399,090	11,646,008	-
Energy	269,875,221	269,875,221	-	-
Financials	937,991,692	867,232,081	70,759,611	-
Health Care	332,431,393	332,431,393	-	-
Industrials	145,560,273	136,611,800	8,948,473	-
Information Technology	385,709,051	385,709,051	-	-
Materials	54,757,343	54,757,343	-	-
Telecommunication Services	81,418,729	37,102,746	44,315,983	-
Utilities	200,140,555	149,783,700	50,356,855	-
Corporate Bonds	720,833,427	-	720,833,427	-
Bank Loan Obligations	40,888,419	-	40,888,419	-
Preferred Securities	51,762,239	-	50,776,973	985,266
Money Market Funds	88,240,739	88,240,739	-	-
Total Investments in Securities:	$ 3,792,686,552	$ 2,793,175,537	$ 998,525,749	$ 985,266

Other Information

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

AAA,AA,A	2.1%
BBB	3.6%
BB	4.6%
B	5.8%
CCC,CC,C	0.9%
Not Rated	4.5%
Equities	76.1%
Short-Term Investments and Net Other Assets	2.4%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2013

Assets
Investment in securities, at value (including securities loaned of $9,166,330) - See accompanying schedule: Unaffiliated issuers (cost $3,275,748,600)	$ 3,704,445,813
Fidelity Central Funds (cost $88,240,739)	88,240,739
Total Investments (cost $3,363,989,339)		$ 3,792,686,552
Cash		313,238
Receivable for investments sold		12,605,766
Receivable for fund shares sold		2,486,124
Dividends receivable		8,295,300
Interest receivable		7,518,384
Distributions receivable from Fidelity Central Funds		10,059
Prepaid expenses		10,538
Other receivables		15,182
Total assets		3,823,941,143

Liabilities
Payable for investments purchased	$ 10,177,273
Payable for fund shares redeemed	3,347,997
Accrued management fee	1,741,169
Distribution and service plan fees payable	400,184
Other affiliated payables	638,734
Other payables and accrued expenses	130,754
Collateral on securities loaned, at value	9,521,375
Total liabilities		25,957,486

Net Assets		$ 3,797,983,657
Net Assets consist of:
Paid in capital		$ 3,306,989,174
Undistributed net investment income		18,296,243
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		43,992,499
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		428,705,741
Net Assets		$ 3,797,983,657

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

Annual Report

Statement of Assets and Liabilities - continued

	November 30, 2013

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($530,203,212 ÷ 37,813,444 shares)		$ 14.02

Maximum offering price per share (100/94.25 of $14.02)		$ 14.88
Class T: Net Asset Value and redemption price per share ($174,568,323 ÷ 12,454,462 shares)		$ 14.02

Maximum offering price per share (100/96.50 of $14.02)		$ 14.53
Class B: Net Asset Value and offering price per share ($11,911,647 ÷ 850,578 shares)^A		$ 14.00

Class C: Net Asset Value and offering price per share ($253,825,116 ÷ 18,171,061 shares)^A		$ 13.97

Strategic Dividend and Income: Net Asset Value, offering price and redemption price per share ($2,581,719,213 ÷ 183,240,919 shares)		$ 14.09

Institutional Class: Net Asset Value, offering price and redemption price per share ($245,756,146 ÷ 17,471,733 shares)		$ 14.07

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

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended November 30, 2013

Investment Income
Dividends		$ 91,751,464
Interest		29,787,025
Income from Fidelity Central Funds		177,925
Total income		121,716,414

Expenses
Management fee	$ 20,238,332
Transfer agent fees	6,756,336
Distribution and service plan fees	4,061,724
Accounting and security lending fees	1,010,653
Custodian fees and expenses	87,731
Independent trustees' compensation	13,515
Registration fees	301,148
Audit	81,571
Legal	9,109
Miscellaneous	27,739
Total expenses before reductions	32,587,858
Expense reductions	(255,383)	32,332,475
Net investment income (loss)		89,383,939
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	224,317,151
Foreign currency transactions	(176,569)
Futures contracts	1,058,593
Total net realized gain (loss)		225,199,175
Change in net unrealized appreciation (depreciation) on: Investment securities	242,080,867
Assets and liabilities in foreign currencies	7,260
Total change in net unrealized appreciation (depreciation)		242,088,127
Net gain (loss)		467,287,302
Net increase (decrease) in net assets resulting from operations		$ 556,671,241

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

Annual Report

Statement of Changes in Net Assets

	Year ended November 30, 2013	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 89,383,939	$ 66,458,915
Net realized gain (loss)	225,199,175	97,652,651
Change in net unrealized appreciation (depreciation)	242,088,127	160,863,707
Net increase (decrease) in net assets resulting from operations	556,671,241	324,975,273
Distributions to shareholders from net investment income	(84,894,576)	(58,382,786)
Share transactions - net increase (decrease)	351,154,912	1,260,938,289
Total increase (decrease) in net assets	822,931,577	1,527,530,776

Net Assets
Beginning of period	2,975,052,080	1,447,521,304
End of period (including undistributed net investment income of $18,296,243 and undistributed net investment income of $14,082,357, respectively)	$ 3,797,983,657	$ 2,975,052,080

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

Annual Report

Financial Highlights - Class A

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.24	$ 10.77	$ 10.23	$ 9.13	$ 6.87
Income from Investment Operations
Net investment income (loss) ^C	.31	.31	.30	.23 ^F	.23
Net realized and unrealized gain (loss)	1.77	1.45	.55	1.05	2.25
Total from investment operations	2.08	1.76	.85	1.28	2.48
Distributions from net investment income	(.30)	(.29)	(.31)	(.18)	(.22)
Net asset value, end of period	$ 14.02	$ 12.24	$ 10.77	$ 10.23	$ 9.13
Total Return ^{A, B}	17.17%	16.47%	8.30%	14.16%	37.12%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.05%	1.09%	1.14%	1.16%	1.21%
Expenses net of fee waivers, if any	1.05%	1.09%	1.14%	1.16%	1.21%
Expenses net of all reductions	1.04%	1.09%	1.14%	1.16%	1.21%
Net investment income (loss)	2.28%	2.60%	2.76%	2.38% ^F	3.08%
Supplemental Data
Net assets, end of period (000 omitted)	$ 530,203	$ 353,726	$ 125,190	$ 77,340	$ 74,580
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

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

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

Annual Report

Financial Highlights - Class T

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.24	$ 10.77	$ 10.22	$ 9.12	$ 6.87
Income from Investment Operations
Net investment income (loss) ^C	.27	.28	.27	.21 ^F	.21
Net realized and unrealized gain (loss)	1.77	1.44	.56	1.05	2.25
Total from investment operations	2.04	1.72	.83	1.26	2.46
Distributions from net investment income	(.26)	(.25)	(.28)	(.16)	(.21)
Net asset value, end of period	$ 14.02	$ 12.24	$ 10.77	$ 10.22	$ 9.12
Total Return ^{A, B}	16.86%	16.16%	8.14%	13.92%	36.63%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.31%	1.35%	1.37%	1.39%	1.45%
Expenses net of fee waivers, if any	1.31%	1.35%	1.37%	1.39%	1.45%
Expenses net of all reductions	1.30%	1.35%	1.37%	1.39%	1.45%
Net investment income (loss)	2.02%	2.34%	2.52%	2.16% ^F	2.84%
Supplemental Data
Net assets, end of period (000 omitted)	$ 174,568	$ 123,395	$ 78,994	$ 59,931	$ 60,134
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.22	$ 10.75	$ 10.20	$ 9.10	$ 6.85
Income from Investment Operations
Net investment income (loss) ^C	.19	.21	.21	.16 ^F	.17
Net realized and unrealized gain (loss)	1.77	1.45	.55	1.05	2.25
Total from investment operations	1.96	1.66	.76	1.21	2.42
Distributions from net investment income	(.18)	(.19)	(.21)	(.11)	(.17)
Net asset value, end of period	$ 14.00	$ 12.22	$ 10.75	$ 10.20	$ 9.10
Total Return ^{A, B}	16.13%	15.51%	7.48%	13.31%	36.06%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.89%	1.91%	1.93%	1.94%	1.98%
Expenses net of fee waivers, if any	1.89%	1.91%	1.93%	1.94%	1.98%
Expenses net of all reductions	1.89%	1.91%	1.92%	1.94%	1.98%
Net investment income (loss)	1.44%	1.78%	1.97%	1.60% ^F	2.31%
Supplemental Data
Net assets, end of period (000 omitted)	$ 11,912	$ 13,962	$ 12,754	$ 15,442	$ 16,098
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

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

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

Annual Report

Financial Highlights - Class C

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.20	$ 10.75	$ 10.21	$ 9.11	$ 6.85
Income from Investment Operations
Net investment income (loss) ^C	.20	.22	.22	.16 ^F	.18
Net realized and unrealized gain (loss)	1.77	1.44	.55	1.05	2.25
Total from investment operations	1.97	1.66	.77	1.21	2.43
Distributions from net investment income	(.20)	(.21)	(.23)	(.11)	(.17)
Net asset value, end of period	$ 13.97	$ 12.20	$ 10.75	$ 10.21	$ 9.11
Total Return ^{A, B}	16.31%	15.54%	7.54%	13.33%	36.15%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.81%	1.84%	1.88%	1.91%	1.96%
Expenses net of fee waivers, if any	1.81%	1.84%	1.88%	1.91%	1.96%
Expenses net of all reductions	1.80%	1.84%	1.87%	1.91%	1.96%
Net investment income (loss)	1.53%	1.85%	2.02%	1.63% ^F	2.33%
Supplemental Data
Net assets, end of period (000 omitted)	$ 253,825	$ 140,428	$ 59,464	$ 39,889	$ 39,920
Portfolio turnover rate ^E	64%	50%	56%	130%	100%

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

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

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

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

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

Annual Report

Financial Highlights - Strategic Dividend and Income

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.30	$ 10.82	$ 10.27	$ 9.16	$ 6.90
Income from Investment Operations
Net investment income (loss) ^B	.34	.34	.33	.27 ^E	.26
Net realized and unrealized gain (loss)	1.78	1.45	.56	1.05	2.25
Total from investment operations	2.12	1.79	.89	1.32	2.51
Distributions from net investment income	(.33)	(.31)	(.34)	(.21)	(.25)
Net asset value, end of period	$ 14.09	$ 12.30	$ 10.82	$ 10.27	$ 9.16
Total Return ^A	17.48%	16.77%	8.69%	14.57%	37.37%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.77%	.81%	.84%	.86%	.93%
Expenses net of fee waivers, if any	.77%	.81%	.84%	.86%	.93%
Expenses net of all reductions	.76%	.80%	.84%	.86%	.92%
Net investment income (loss)	2.56%	2.89%	3.06%	2.68% ^E	3.36%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,581,720	$ 2,190,089	$ 1,138,764	$ 542,828	$ 444,401
Portfolio turnover rate ^D	64%	50%	56%	130%	100%

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.28	$ 10.80	$ 10.26	$ 9.15	$ 6.89
Income from Investment Operations
Net investment income (loss) ^B	.34	.34	.33	.27 ^E	.25
Net realized and unrealized gain (loss)	1.78	1.46	.55	1.06	2.26
Total from investment operations	2.12	1.80	.88	1.33	2.51
Distributions from net investment income	(.33)	(.32)	(.34)	(.22)	(.25)
Net asset value, end of period	$ 14.07	$ 12.28	$ 10.80	$ 10.26	$ 9.15
Total Return ^A	17.50%	16.83%	8.61%	14.61%	37.44%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.78%	.81%	.83%	.83%	.91%
Expenses net of fee waivers, if any	.78%	.81%	.83%	.83%	.91%
Expenses net of all reductions	.77%	.81%	.82%	.83%	.91%
Net investment income (loss)	2.55%	2.88%	3.07%	2.71% ^E	3.38%
Supplemental Data
Net assets, end of period (000 omitted)	$ 245,756	$ 153,453	$ 32,356	$ 19,705	$ 16,397
Portfolio turnover rate ^D	64%	50%	56%	130%	100%

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2013

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

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:

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 482,931,795
Gross unrealized depreciation	(60,488,215)
Net unrealized appreciation (depreciation) on securities and other investments	$ 422,443,580

Tax Cost	$ 3,370,242,972

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

Undistributed ordinary income	$ 16,120,171
Undistributed long-term capital gain	$ 53,230,519
Net unrealized appreciation (depreciation)	$ 422,452,108

The tax character of distributions paid was as follows:

	November 30, 2013	November 30, 2012
Ordinary Income	$ 84,894,576	$ 58,382,786

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

4. Derivative Instruments.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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

Equity Risk

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $1,058,593 related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,631,784,513 and $2,240,213,907, respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 1,156,837	$ 54,762
Class T	.25%	.25%	770,928	3,061
Class B	.75%	.25%	134,212	100,977
Class C	.75%	.25%	1,999,747	757,644
			$ 4,061,724	$ 916,444

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

	Retained by FDC
Class A	$ 407,626
Class T	72,129
Class B*	11,212
Class C*	41,076
	$ 532,043

* 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

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 960,777	.21
Class T	331,533	.21
Class B	40,014	.30
Class C	433,432	.22
Strategic Dividend and Income	4,574,099	.18
Institutional Class	416,481	.19
	$ 6,756,336

7. Committed Line of Credit.

8. Security Lending.

Annual Report

8. Security Lending - continued

9. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $30,370.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2013	2012
From net investment income
Class A	$ 10,120,177	$ 5,694,746
Class T	2,956,049	2,191,209
Class B	177,929	221,175
Class C	3,025,398	1,765,285
Strategic Dividend and Income	63,285,770	46,042,179
Institutional Class	5,329,253	2,468,192
Total	$ 84,894,576	$ 58,382,786

Annual Report

Notes to Financial Statements - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2013	2012	2013	2012
Class A
Shares sold	18,683,613	21,215,243	$ 249,130,521	$ 249,241,343
Reinvestment of distributions	624,505	402,804	8,184,328	4,728,371
Shares redeemed	(10,385,619)	(4,345,902)	(138,868,091)	(51,525,276)
Net increase (decrease)	8,922,499	17,272,145	$ 118,446,758	$ 202,444,438
Class T
Shares sold	5,180,462	4,187,256	$ 69,025,969	$ 49,247,460
Reinvestment of distributions	203,617	167,848	2,666,035	1,952,936
Shares redeemed	(3,012,495)	(1,607,633)	(40,049,362)	(19,046,448)
Net increase (decrease)	2,371,584	2,747,471	$ 31,642,642	$ 32,153,948
Class B
Shares sold	181,589	345,414	$ 2,409,278	$ 3,980,028
Reinvestment of distributions	11,527	15,998	149,790	184,295
Shares redeemed	(485,149)	(405,263)	(6,427,856)	(4,735,580)
Net increase (decrease)	(292,033)	(43,851)	$ (3,868,788)	$ (571,257)
Class C
Shares sold	9,216,026	7,747,195	$ 122,907,375	$ 90,662,898
Reinvestment of distributions	191,317	123,791	2,508,939	1,445,283
Shares redeemed	(2,743,169)	(1,896,034)	(36,568,038)	(22,335,151)
Net increase (decrease)	6,664,174	5,974,952	$ 88,848,276	$ 69,773,030
Strategic Dividend and Income
Shares sold	84,308,226	116,328,586	$ 1,117,201,514	$ 1,362,994,048
Reinvestment of distributions	4,395,083	3,588,133	57,704,962	42,115,378
Shares redeemed	(83,529,229)	(47,124,625)	(1,123,575,306)	(559,602,248)
Net increase (decrease)	5,174,080	72,792,094	$ 51,331,170	$ 845,507,178

Annual Report

11. Share Transactions - continued

	Shares		Dollars
Years ended November 30,	2013	2012	2013	2012
Institutional Class
Shares sold	11,198,221	12,936,377	$ 148,858,109	$ 151,680,912
Reinvestment of distributions	250,170	130,170	3,295,370	1,540,732
Shares redeemed	(6,472,819)	(3,565,221)	(87,398,625)	(41,590,692)
Net increase (decrease)	4,975,572	9,501,326	$ 64,754,854	$ 111,630,952

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

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

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 15, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Abigail P. Johnson (1961)
Year of Election or Appointment: 2009 Trustee Chairman of the Board of Trustees
	Ms. Johnson also serves as Trustee of other Fidelity funds. Ms. Johnson serves as President of FMR LLC (2013-present), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Elizabeth S. Acton (1951)
Year of Election or Appointment: 2013 Trustee
	Ms. Acton also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present).
Albert R. Gamper, Jr. (1942)
Year of Election or Appointment: 2006 Trustee Chairman of the Independent Trustees
	Mr. Gamper also serves as Trustee of other Fidelity funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of certain Fidelity funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).
Robert F. Gartland (1951)
Year of Election or Appointment: 2010 Trustee
	Mr. Gartland also serves as Trustee of other Fidelity funds. Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).
Arthur E. Johnson (1947)
Year of Election or Appointment: 2008 Trustee
	Mr. Johnson also serves as Trustee of other Fidelity funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.
Michael E. Kenneally (1954)
Year of Election or Appointment: 2009 Trustee
	Mr. Kenneally also serves as Trustee of other Fidelity funds. Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity funds before joining the Board of Trustees (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.
James H. Keyes (1940)
Year of Election or Appointment: 2007 Trustee
	Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (1946)
Year of Election or Appointment: 2001 Trustee Vice Chairman of the Independent Trustees
	Ms. Knowles also serves as Trustee of other Fidelity funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002).
Kenneth L. Wolfe (1939)
Year of Election or Appointment: 2005 Trustee
	Mr. Wolfe also serves as Trustee of other Fidelity funds. Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of other Fidelity funds (2008-2012).

Officers:

Correspondence intended for each officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2013 Assistant Secretary
	Mr. Bryant also serves as an officer of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC. Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2013 President and Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Bruce T. Herring (1965)
Year of Election or Appointment: 2013 Vice President of Fidelity's Asset Allocation Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Charles S. Morrison (1960)
Year of Election or Appointment: 2012 Vice President
	Mr. Morrison also serves as Vice President of other funds. He serves as President, Fixed Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Fixed Income Division.
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2009 Assistant Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Gary W. Ryan (1958)
Year of Election or Appointment: 2005 Assistant Treasurer
	Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Stephen Sadoski (1971)
Year of Election or Appointment: 2013 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Assistant Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Michael H. Whitaker (1967)
Year of Election or Appointment: 2008 Chief Compliance Officer
	Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Derek L. Young (1964)
Year of Election or Appointment: 2009 Vice President of Fidelity's Asset Allocation Funds
	Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Institutional Class	12/16/2013	12/13/2013	$0.097	$0.110
Institutional Class	01/13/2014	01/10/2014	$0.000	$0.089

The fund hereby designates a capital gain with respect to the taxable year ended November 30, 2013 $81,105,000, or, if subsequently determined to be different, the net capital gain of such year.

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.

Institutional Class designates 18%, 82%, 82% and 82% of the dividends distributed in December 2012, April 2013, July 2013 and October 2013, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 19%, 90%, 90%, and 91% of the dividends distributed in December 2012, April 2013, July 2013 and October 2013, respectively, during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Strategic Dividend & Income Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Strategic Dividend & Income Fund

qwe497

Annual Report

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that 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

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

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASDII-UANN-0114
1.802531.109

Item 2. Code of Ethics

As of the end of the period, November 30, 2013, Fidelity Salem Street Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that James H. Keyes is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Keyes is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Strategic Dividend & Income Fund (the "Fund"):

Services Billed by PwC

November 30, 2013 Fees^A

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Strategic Dividend & Income Fund

$72,000

$5,600

$2,800

November 30, 2012 Fees^A

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Strategic Dividend & Income Fund

$55,000

$5,500

$2,400

^AAmounts may reflect rounding.

The following table presents fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Fund and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund ("Fund Service Providers"):

Services Billed by PwC

	November 30, 2013^A	November 30, 2012^A
Audit-Related Fees	$4,860,000	$5,130,000
Tax Fees	$-	$-
All Other Fees	$50,000	$-

^A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC for services rendered to the Fund, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Fund are as follows:

Billed By	November 30, 2013^A	November 30, 2012^A
PwC	$5,450,000	$6,050,000

^A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the Fund, taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Fund and its related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Fund's last two fiscal years relating to services provided to (i) the Fund or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Fund.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)	(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Salem Street Trust

By:	/s/Stephanie J. Dorsey
	Stephanie J. Dorsey
	President and Treasurer

Date:	January 27, 2014

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/ Stephanie J. Dorsey
	Stephanie J. Dorsey
	President and Treasurer

Date:	January 27, 2014

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer

Date:	January 27, 2014

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments November 30, 2013

Financial Statements

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class B

Financial Highlights - Class C

Financial Highlights - Strategic Dividend and Income

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions (Unaudited)

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments November 30, 2013

Financial Statements

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class B

Financial Highlights - Class C

Financial Highlights - Strategic Dividend and Income

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions (Unaudited)

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments November 30, 2013

Financial Statements

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class B

Financial Highlights - Class C

Financial Highlights - Strategic Dividend and Income

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions (Unaudited)

Board Approval of Investment Advisory Contracts and Management Fees