N-CSRS 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-3587

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

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

November 30

Date of reporting period:

May 31, 2007

Item 1. Reports to Stockholders

Fidelity®

Convertible Securities

Fund

Semiannual Report

May 31, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

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 (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

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

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 report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stocks are currently on pace to register their fifth-straight year of positive returns, although gains could be trimmed if the U.S. economy continues to slow. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2006 to May 31, 2007).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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 provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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.

Semiannual Report

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Beginning
Account Value
December 1, 2006

Ending
Account Value
May 31, 2007

Expenses Paid
During Period
*
December 1, 2006
to May 31, 2007

Actual

$ 1,000.00

$ 1,157.40

$ 4.30

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.94

$ 4.03

* Expenses are equal to the Fund's annualized expense ratio of .80%; multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Investments as of May 31, 2007

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

El Paso Corp. 4.99%

7.8

8.5

Celanese Corp. 4.25%

5.0

4.2

Freeport-McMoRan Copper & Gold, Inc. 6.75%

3.5

0.0

Halliburton Co. 3.125% 7/15/23

3.1

3.8

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

2.7

2.6

Valero Energy Corp.

2.4

2.2

Teekay Shipping Corp.

2.1

1.8

Celanese Corp. Class A

1.9

2.0

Itron, Inc. 2.5% 8/1/26

1.7

0.3

Advanced Micro Devices, Inc. 6% 5/1/15

1.7

0.0

31.9

Top Five Market Sectors as of May 31, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

26.7

27.4

Information Technology

19.9

20.0

Materials

13.5

9.7

Consumer Discretionary

11.1

12.1

Health Care

8.0

6.1

Asset Allocation (% of fund's net assets)

As of May 31, 2007*

As of November 30, 2006**

Convertible
Securities 79.0%

Convertible
Securities 82.4%

Stocks 15.0%

Stocks 14.9%

Nonconvertible
Bonds 0.3%

Nonconvertible
Bonds 0.4%

Short-Term
Investments and
Net Other Assets 5.7%

Short-Term
Investments and
Net Other Assets 2.3%

* Foreign investments

5.5%

** Foreign investments

10.5%

Semiannual Report

Investments May 31, 2007 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 52.1%

Principal Amount (000s)

Value (000s)

Convertible Bonds - 51.8%

CONSUMER DISCRETIONARY - 5.9%

Automobiles - 0.2%

Ford Motor Co. 4.25% 12/15/36

$ 4,300

$ 4,957

Hotels, Restaurants & Leisure - 1.8%

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

27,700

32,755

WMS Industries, Inc.:

2.75% 7/15/10 (g)

4,000

8,770

2.75% 7/15/10

2,800

6,139

47,664

Media - 3.2%

Charter Communications, Inc.:

5.875% 11/16/09 (g)

1,127

2,006

5.875% 11/16/09

39,074

69,552

Lamar Advertising Co. 2.875% 12/31/10

8,200

11,727

83,285

Specialty Retail - 0.7%

Asbury Automotive Group, Inc. 3% 9/15/12 (g)

3,000

2,920

Eddie Bauer Holdings, Inc. 5.25% 4/1/14 (g)

4,000

5,025

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

10,000

11,135

19,080

TOTAL CONSUMER DISCRETIONARY

154,986

CONSUMER STAPLES - 0.4%

Food & Staples Retailing - 0.4%

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

18,480

9,937

ENERGY - 8.1%

Energy Equipment & Services - 4.5%

Grey Wolf, Inc. 5.2994% 4/1/24 (h)

3,880

5,442

Halliburton Co. 3.125% 7/15/23

42,400

81,779

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

5,000

5,244

Maverick Tube Corp.:

1.875% 11/15/25 (g)

3,000

3,633

1.875% 11/15/25

7,000

8,477

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

4,500

6,334

SESI LLC 1.5% 12/15/26 (e)(g)

7,000

7,567

118,476

Corporate Bonds - continued

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - 3.6%

Chesapeake Energy Corp. 2.75% 11/15/35

$ 2,860

$ 3,141

McMoRan Exploration Co.:

6% 7/2/08 (g)

1,000

1,189

6% 7/2/08

12,900

15,341

Peabody Energy Corp. 4.75% 12/15/66

31,000

35,185

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

24,500

38,971

93,827

TOTAL ENERGY

212,303

FINANCIALS - 0.5%

Real Estate Investment Trusts - 0.5%

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

12,000

12,810

HEALTH CARE - 6.9%

Biotechnology - 1.6%

Amgen, Inc.:

0.375% 2/1/13 (g)

25,000

22,470

0.375% 2/1/13

18,000

16,200

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

2,510

3,204

41,874

Health Care Equipment & Supplies - 2.4%

Bausch & Lomb, Inc. 5.9006% 8/1/23 (h)

10,000

12,740

Beckman Coulter, Inc. 2.5% 12/15/36 (g)

18,000

19,166

Inverness Medical Innovations, Inc. 3% 5/15/16 (g)

21,000

22,890

Medtronic, Inc. 1.625% 4/15/13

8,000

8,523

63,319

Life Sciences Tools & Services - 2.6%

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

4,000

4,957

Fisher Scientific International, Inc.:

2.5% 10/1/23 (g)

15,600

36,677

2.5% 10/1/23

7,400

17,398

Nektar Therapeutics 3.25% 9/28/12

9,000

8,236

67,268

Corporate Bonds - continued

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

HEALTH CARE - continued

Pharmaceuticals - 0.3%

Alpharma, Inc. 2.125% 3/15/27

$ 9,000

$ 8,900

TOTAL HEALTH CARE

181,361

INDUSTRIALS - 6.0%

Aerospace & Defense - 0.8%

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

2,500

3,154

Alliant Techsystems, Inc. 3% 8/15/24

12,400

17,727

20,881

Airlines - 1.4%

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

10,000

13,482

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

10,500

13,927

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

4,810

8,622

36,031

Commercial Services & Supplies - 0.6%

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

11,995

16,705

Construction & Engineering - 1.8%

Fluor Corp. 1.5% 2/15/24

18,700

35,058

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

7,000

10,439

45,497

Electrical Equipment - 0.6%

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

4,400

4,444

GrafTech International Ltd. 1.625% 1/15/24

11,280

12,041

16,485

Machinery - 0.8%

Greenbrier Companies, Inc.:

2.375% 5/15/26 (g)

5,500

5,063

2.375% 5/15/26

8,000

7,365

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

7,000

8,190

20,618

TOTAL INDUSTRIALS

156,217

INFORMATION TECHNOLOGY - 18.5%

Communications Equipment - 2.0%

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

5,000

4,474

Ciena Corp. 0.25% 5/1/13

2,650

2,684

Corporate Bonds - continued

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Finisar Corp. 2.5% 10/15/10

$ 15,760

$ 19,858

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

15,000

12,029

L-3 Communications Corp. 3% 8/1/35

3,000

3,341

Symmetricom, Inc. 3.25% 6/15/25

11,000

10,693

53,079

Computers & Peripherals - 2.2%

EMC Corp. 1.75% 12/1/13 (g)

17,000

20,719

Hutchinson Technology, Inc. 3.25% 1/15/26

12,000

10,295

Maxtor Corp. 2.375% 8/15/12

7,500

9,934

SanDisk Corp. 1% 5/15/13

18,000

15,197

56,145

Electronic Equipment & Instruments - 4.3%

Anixter International, Inc. 1% 2/15/13 (g)

4,540

5,800

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

1,890

1,983

Flextronics International Ltd. 1% 8/1/10

30,580

29,430

Itron, Inc. 2.5% 8/1/26

37,250

45,475

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

11,250

9,752

Newport Corp. 2.5% 2/15/12 (g)

3,750

3,513

Solectron Corp. 0.5% 2/15/34

9,000

7,474

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

9,000

9,447

112,874

IT Services - 2.0%

BearingPoint, Inc. 3.1% 12/15/24 (g)

8,000

7,639

DST Systems, Inc.:

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

8,300

14,799

4.125% 8/15/23

16,800

29,955

52,393

Semiconductors & Semiconductor Equipment - 6.8%

Advanced Micro Devices, Inc. 6% 5/1/15 (g)

45,000

44,325

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

5,000

5,952

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

7,000

6,070

Credence Systems Corp. 3.5% 5/15/10 (g)

8,000

7,340

EMCORE Corp. 5.5% 5/15/11

7,920

8,326

Intel Corp.:

2.95% 12/15/35 (g)

10,000

9,246

2.95% 12/15/35

38,000

35,136

Corporate Bonds - continued

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

ON Semiconductor Corp.:

0% 4/15/24

$ 29,500

$ 35,890

1.875% 12/15/25 (g)

3,750

6,277

Photronics, Inc. 2.25% 4/15/08

7,000

7,375

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

10,000

11,360

177,297

Software - 1.2%

Borland Software Corp. 2.75% 2/15/12 (g)

13,000

14,771

Cadence Design Systems, Inc. 1.5% 12/15/13 (g)

5,500

6,446

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

9,000

10,512

31,729

TOTAL INFORMATION TECHNOLOGY

483,517

MATERIALS - 0.3%

Chemicals - 0.1%

Pioneer Companies, Inc. 2.75% 3/1/27 (g)

2,080

2,486

Metals & Mining - 0.2%

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

4,600

4,134

TOTAL MATERIALS

6,620

TELECOMMUNICATION SERVICES - 4.4%

Diversified Telecommunication Services - 0.7%

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

8,000

10,128

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

6,000

7,395

17,523

Wireless Telecommunication Services - 3.7%

American Tower Corp.:

3.25% 8/1/10 (g)

9,700

34,513

3.25% 8/1/10

3,935

14,001

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

7,745

7,745

Corporate Bonds - continued

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

NII Holdings, Inc.:

2.875% 2/1/34 (g)

$ 2,000

$ 6,220

2.875% 2/1/34

11,500

35,766

98,245

TOTAL TELECOMMUNICATION SERVICES

115,768

UTILITIES - 0.8%

Multi-Utilities - 0.8%

CMS Energy Corp. 3.375% 7/15/23

11,800

20,543

TOTAL CONVERTIBLE BONDS

1,354,062

Nonconvertible Bonds - 0.3%

CONSUMER DISCRETIONARY - 0.3%

Auto Components - 0.3%

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

12,510

8,569

TOTAL CORPORATE BONDS

(Cost $1,114,187)

1,362,631

Common Stocks - 15.0%

Shares

CONSUMER DISCRETIONARY - 1.4%

Diversified Consumer Services - 0.8%

Coinmach Service Corp. Class A

359,400

3,953

Service Corp. International

1,143,000

15,979

19,932

Media - 0.6%

Charter Communications, Inc. Class A (a)

3,793,900

15,214

TOTAL CONSUMER DISCRETIONARY

35,146

ENERGY - 6.2%

Energy Equipment & Services - 1.2%

National Oilwell Varco, Inc. (a)

320,900

30,309

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - 5.0%

Sasol Ltd. sponsored ADR

412,600

$ 15,006

Teekay Shipping Corp.

895,625

54,508

Valero Energy Corp.

839,072

62,612

132,126

TOTAL ENERGY

162,435

HEALTH CARE - 1.1%

Pharmaceuticals - 1.1%

Roche Holding AG ADR (g)

320,340

29,423

INDUSTRIALS - 1.0%

Building Products - 0.8%

American Standard Companies, Inc.

353,600

21,138

Machinery - 0.2%

FreightCar America, Inc. (f)

76,700

3,791

TOTAL INDUSTRIALS

24,929

INFORMATION TECHNOLOGY - 1.4%

IT Services - 0.0%

Global Cash Access Holdings, Inc. (a)

71,600

1,164

Semiconductors & Semiconductor Equipment - 1.4%

Amkor Technology, Inc. (a)

859,200

12,218

ON Semiconductor Corp. (a)

2,169,500

23,300

35,518

TOTAL INFORMATION TECHNOLOGY

36,682

MATERIALS - 3.3%

Chemicals - 2.4%

Celanese Corp. Class A

1,413,500

51,437

Monsanto Co.

200,000

12,320

63,757

Paper & Forest Products - 0.9%

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

200,000

12,034

Weyerhaeuser Co.

141,800

11,622

23,656

TOTAL MATERIALS

87,413

Common Stocks - continued

Shares

Value (000s)

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

Level 3 Communications, Inc. (a)

1,149,096

$ 6,688

UTILITIES - 0.3%

Independent Power Producers & Energy Traders - 0.3%

Mirant Corp. (a)

190,060

8,819

TOTAL COMMON STOCKS

(Cost $220,124)

391,535

Convertible Preferred Stocks - 27.2%

CONSUMER DISCRETIONARY - 3.5%

Automobiles - 3.1%

Ford Motor Co. Capital Trust II 6.50%

650,000

23,992

General Motors Corp.:

Series B, 5.25%

1,750,000

36,803

Series C, 6.25%

901,500

20,707

81,502

Media - 0.4%

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

10,000

11,025

TOTAL CONSUMER DISCRETIONARY

92,527

CONSUMER STAPLES - 0.5%

Food & Staples Retailing - 0.5%

Rite Aid Corp. 5.50%

370,000

11,825

ENERGY - 12.4%

Energy Equipment & Services - 0.4%

Bristow Group, Inc. 5.50%

160,000

10,100

Oil, Gas & Consumable Fuels - 12.0%

Chesapeake Energy Corp.:

4.50%

170,000

17,255

5.00% (a)(g)

55,000

8,119

5.00% (a)

275,100

40,612

5.00% (g)

149,600

16,815

El Paso Corp. 4.99%

139,770

203,052

Convertible Preferred Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

EXCO Resources, Inc. Series A1:

7.00% (i)

488

$ 5,212

11.00% (i)

2,012

22,136

313,201

TOTAL ENERGY

323,301

INDUSTRIALS - 0.5%

Commercial Services & Supplies - 0.5%

Allied Waste Industries, Inc. Series D, 6.25%

40,000

14,067

MATERIALS - 9.9%

Chemicals - 5.2%

Celanese Corp. 4.25%

2,767,500

131,069

Huntsman Corp. 5.00%

125,000

5,295

136,364

Metals & Mining - 4.7%

Freeport-McMoRan Copper & Gold, Inc.:

5.50%

18,400

32,030

6.75%

731,500

90,039

122,069

TOTAL MATERIALS

258,433

UTILITIES - 0.4%

Independent Power Producers & Energy Traders - 0.4%

NRG Energy, Inc. Series A, 5.75%

26,800

10,263

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $555,205)

710,416

Money Market Funds - 5.9%

Shares

Value (000s)

Fidelity Cash Central Fund, 5.33% (b)

153,047,307

$ 153,047

Fidelity Securities Lending Cash Central Fund, 5.36% (b)(c)

1,776,250

1,776

TOTAL MONEY MARKET FUNDS

(Cost $154,823)

154,823

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $2,044,339)

2,619,405

NET OTHER ASSETS - (0.2)%

(5,917)

NET ASSETS - 100%

$ 2,613,488

Legend

(a) Non-income producing

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

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $570,913,000 or 21.8% of net assets.

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

(i) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $35,093,000 or 1.3% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

EXCO Resources, Inc. Series A1, 7.00%

3/28/07

$ 4,880

EXCO Resources, Inc. Series A1, 11.00%

3/28/07

$ 20,120

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

8/12/05 - 2/14/07

$ 7,809

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 1,107

Fidelity Securities Lending Cash Central Fund

169

Total

$ 1,276

Other Information

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

AAA,AA,A

7.5%

BBB

2.2%

BB

10.9%

B

10.6%

CCC,CC,C

6.7%

Not Rated

14.2%

Equities

42.2%

Short-Term Investments and Net Other Assets

5.7%

100.0%

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

May 31, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $1,730) - See accompanying schedule:

Unaffiliated issuers (cost $1,889,516)

$ 2,464,582

Fidelity Central Funds (cost $154,823)

154,823

Total Investments (cost $2,044,339)

$ 2,619,405

Receivable for investments sold

10,147

Receivable for fund shares sold

5,311

Dividends receivable

792

Interest receivable

7,869

Distributions receivable from Fidelity Central Funds

295

Prepaid expenses

6

Other receivables

12

Total assets

2,643,837

Liabilities

Payable for investments purchased

$ 25,630

Payable for fund shares redeemed

1,278

Accrued management fee

1,202

Other affiliated payables

417

Other payables and accrued expenses

46

Collateral on securities loaned, at value

1,776

Total liabilities

30,349

Net Assets

$ 2,613,488

Net Assets consist of:

Paid in capital

$ 1,966,436

Undistributed net investment income

6,481

Accumulated undistributed net realized gain (loss) on investments

65,505

Net unrealized appreciation (depreciation) on investments

575,066

Net Assets, for 90,451 shares outstanding

$ 2,613,488

Net Asset Value, offering price and redemption price per share ($2,613,488 ÷ 90,451 shares)

$ 28.89

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended May 31, 2007 (Unaudited)

Investment Income

Dividends

$ 13,581

Interest

16,418

Income from Fidelity Central Funds

1,276

Total income

31,275

Expenses

Management fee
Basic fee

$ 5,225

Performance adjustment

1,410

Transfer agent fees

2,001

Accounting and security lending fees

339

Custodian fees and expenses

16

Independent trustees' compensation

4

Registration fees

52

Audit

46

Legal

13

Miscellaneous

14

Total expenses before reductions

9,120

Expense reductions

(68)

9,052

Net investment income (loss)

22,223

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

68,050

Change in net unrealized appreciation (depreciation) on investment securities

251,813

Net gain (loss)

319,863

Net increase (decrease) in net assets resulting from operations

$ 342,086

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
May 31, 2007
(Unaudited)

Year ended
November 30,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 22,223

$ 41,225

Net realized gain (loss)

68,050

74,739

Change in net unrealized appreciation (depreciation)

251,813

175,080

Net increase (decrease) in net assets resulting
from operations

342,086

291,044

Distributions to shareholders from net investment income

(20,369)

(41,398)

Distributions to shareholders from net realized gain

(1,653)

(791)

Total distributions

(22,022)

(42,189)

Share transactions
Proceeds from sales of shares

352,776

477,908

Reinvestment of distributions

20,042

38,524

Cost of shares redeemed

(162,487)

(435,858)

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

210,331

80,574

Total increase (decrease) in net assets

530,395

329,429

Net Assets

Beginning of period

2,083,093

1,753,664

End of period (including undistributed net investment income of $6,481 and undistributed net investment income of $4,627, respectively)

$ 2,613,488

$ 2,083,093

Other Information

Shares

Sold

13,200

20,180

Issued in reinvestment of distributions

767

1,650

Redeemed

(6,141)

(18,421)

Net increase (decrease)

7,826

3,409

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

Semiannual Report

Financial Highlights

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 25.21

$ 22.14

$ 21.06

$ 19.71

$ 16.88

$ 19.50

Income from Investment Operations

Net investment
income (loss) D

.26

.49

.41

.46

.79

.79 H

Net realized and unrealized gain (loss)

3.68

3.09

1.03

1.55

2.87

(2.46) H

Total from investment operations

3.94

3.58

1.44

2.01

3.66

(1.67)

Distributions from net investment income

(.24)

(.50)

(.34)

(.66)

(.83)

(.95)

Distributions from net realized gain

(.02)

(.01)

(.02)

-

-

-

Total distributions

(.26)

(.51)

(.36)

(.66)

(.83)

(.95)

Net asset value, end
of period

$ 28.89

$ 25.21

$ 22.14

$ 21.06

$ 19.71

$ 16.88

Total Return B, C

15.74%

16.38%

6.91%

10.39%

22.48%

(8.97)%

Ratios to Average Net Assets E, G

Expenses before
reductions

.80% A

.83%

.70%

.67%

.84%

.88%

Expenses net of fee waivers, if any

.80% A

.83%

.70%

.67%

.84%

.88%

Expenses net of all
reductions

.80% A

.83%

.69%

.66%

.82%

.85%

Net investment
income (loss)

1.96% A

2.09%

1.95%

2.26%

4.46%

4.40% H

Supplemental Data

Net assets, end of
period (in millions)

$ 2,613

$ 2,083

$ 1,754

$ 1,835

$ 1,767

$ 1,423

Portfolio turnover rate F

37% A

35%

81%

112%

136%

138%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2007 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

Fidelity Convertible Securities Fund (the Fund) is a fund of Fidelity Financial Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

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

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

Unrealized appreciation

$ 601,986

Unrealized depreciation

(23,898)

Net unrealized appreciation (depreciation)

$ 578,088

Cost for federal income tax purposes

$ 2,041,317

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management has concluded that the adoption of FIN 48 will not result in a material impact on the Fund's net assets, results of operations and financial statement disclosures.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Operating Policies.

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $512,176 and $404,660, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease.

In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .15% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .58% of the Fund's average net assets.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

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

Accounting and Security Lending Fees. FSC maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous Expense 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 from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds Net income from lending portfolio securities during the period amounted to $169.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

9. Expense Reductions.

Through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $11 and $26, respectively.

10. Other.

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

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

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

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Semiannual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

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

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

CVS-USAN-0707
1.786810.104

Fidelity®

Equity-Income II

Fund

Semiannual Report

May 31, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

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 (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

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

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 report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stocks are currently on pace to register their fifth-straight year of positive returns, although gains could be trimmed if the U.S. economy continues to slow. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2006 to May 31, 2007).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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 provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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.

Semiannual Report

Beginning
Account Value
December 1, 2006

Ending
Account Value
May 31, 2007

Expenses Paid
During Period
*
December 1, 2006
to May 31, 2007

Actual

$ 1,000.00

$ 1,117.00

$ 3.48

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,021.64

$ 3.33

* Expenses are equal to the Fund's annualized expense ratio of .66%; multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of May 31, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

5.4

5.7

American International Group, Inc.

4.3

4.4

AT&T, Inc.

3.7

2.3

Wal-Mart Stores, Inc.

2.8

2.9

Bank of America Corp.

2.7

2.7

Citigroup, Inc.

2.7

2.9

General Electric Co.

2.3

1.9

Merck & Co., Inc.

2.3

2.5

Halliburton Co.

2.1

1.1

JPMorgan Chase & Co.

2.0

2.0

30.3

Top Five Market Sectors as of May 31, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

27.4

29.0

Energy

14.6

13.3

Industrials

12.2

12.6

Health Care

10.3

12.1

Consumer Discretionary

9.7

7.5

Asset Allocation (% of fund's net assets)

As of May 31, 2007 *

As of November 30, 2006 **

Stocks 99.8%

Stocks 99.0%

Short-Term
Investments and
Net Other Assets 0.2%

Short-Term
Investments and
Net Other Assets 1.0%

* Foreign investments

2.5%

** Foreign investments

2.4%

Semiannual Report

Investments May 31, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 9.7%

Automobiles - 0.3%

Harley-Davidson, Inc.

460,000

$ 28,101

Diversified Consumer Services - 0.5%

H&R Block, Inc.

2,600,000

61,594

Hotels, Restaurants & Leisure - 0.3%

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

860,000

36,920

Household Durables - 1.7%

Black & Decker Corp.

380,000

35,883

KB Home

660,000

30,287

Leggett & Platt, Inc.

2,900,000

70,963

Whirlpool Corp.

600,000

66,990

204,123

Media - 3.6%

EchoStar Communications Corp. Class A (a)(d)

1,300,000

59,878

The Walt Disney Co.

3,400,000

120,496

Time Warner, Inc.

5,200,000

111,124

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

2,900,000

130,268

421,766

Multiline Retail - 0.5%

Target Corp.

940,000

58,684

Specialty Retail - 1.6%

Big 5 Sporting Goods Corp. (e)

1,917,393

48,491

Christopher & Banks Corp.

1,700,000

32,113

Home Depot, Inc.

1,500,000

58,305

Williams-Sonoma, Inc. (d)

1,500,000

50,835

189,744

Textiles, Apparel & Luxury Goods - 1.2%

Adidas-Salomon AG

1,100,000

70,216

Quiksilver, Inc. (a)

2,200,000

31,042

VF Corp.

480,000

45,014

146,272

TOTAL CONSUMER DISCRETIONARY

1,147,204

CONSUMER STAPLES - 8.1%

Beverages - 0.8%

Anheuser-Busch Companies, Inc.

1,700,000

90,678

Food & Staples Retailing - 3.5%

CVS Caremark Corp.

900,000

34,686

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Wal-Mart Stores, Inc.

6,900,000

$ 328,440

Whole Foods Market, Inc. (d)

1,300,000

53,430

416,556

Food Products - 1.8%

General Mills, Inc.

1,000,000

61,240

Hershey Co.

2,800,000

147,588

208,828

Household Products - 1.0%

Kimberly-Clark Corp.

1,700,000

120,632

Tobacco - 1.0%

Altria Group, Inc.

1,700,000

120,870

TOTAL CONSUMER STAPLES

957,564

ENERGY - 14.6%

Energy Equipment & Services - 4.6%

Baker Hughes, Inc.

780,000

64,334

BJ Services Co.

1,900,000

55,727

Halliburton Co.

6,900,000

248,055

Schlumberger Ltd. (NY Shares)

1,300,000

101,231

Smith International, Inc.

1,400,000

77,714

547,061

Oil, Gas & Consumable Fuels - 10.0%

BP PLC sponsored ADR

1,300,000

87,113

Chevron Corp.

2,300,000

187,427

ConocoPhillips

1,500,000

116,145

Exxon Mobil Corp.

7,600,000

632,093

Massey Energy Co.

2,600,000

75,348

Valero Energy Corp.

1,100,000

82,082

1,180,208

TOTAL ENERGY

1,727,269

FINANCIALS - 27.4%

Capital Markets - 2.9%

Legg Mason, Inc.

160,000

16,165

Merrill Lynch & Co., Inc.

960,000

89,021

Morgan Stanley

1,400,000

119,056

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Capital Markets - continued

Northern Trust Corp.

900,000

$ 58,572

State Street Corp.

920,000

62,808

345,622

Commercial Banks - 3.0%

U.S. Bancorp, Delaware

3,900,000

134,862

Wachovia Corp.

2,100,000

113,799

Wells Fargo & Co.

3,100,000

111,879

360,540

Diversified Financial Services - 7.4%

Bank of America Corp.

6,300,000

319,473

Citigroup, Inc.

5,800,000

316,042

JPMorgan Chase & Co.

4,600,000

238,418

873,933

Insurance - 10.7%

AFLAC, Inc.

3,400,000

179,724

American International Group, Inc.

7,000,000

506,380

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

3,100,000

111,910

Hartford Financial Services Group, Inc.

1,200,000

123,804

Marsh & McLennan Companies, Inc.

4,800,000

157,584

MetLife, Inc.

1,700,000

115,600

XL Capital Ltd. Class A

820,000

66,879

1,261,881

Real Estate Investment Trusts - 1.4%

General Growth Properties, Inc.

2,900,000

171,216

Thrifts & Mortgage Finance - 2.0%

Fannie Mae

2,900,000

185,368

MGIC Investment Corp.

700,000

45,500

230,868

TOTAL FINANCIALS

3,244,060

HEALTH CARE - 10.3%

Biotechnology - 1.3%

Amgen, Inc. (a)

1,900,000

107,027

Biogen Idec, Inc. (a)

800,000

41,776

148,803

Health Care Equipment & Supplies - 2.0%

Baxter International, Inc.

1,000,000

56,840

Beckman Coulter, Inc.

660,000

43,164

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Becton, Dickinson & Co.

1,100,000

$ 83,875

Varian Medical Systems, Inc. (a)

1,340,000

54,002

237,881

Health Care Providers & Services - 1.4%

Medco Health Solutions, Inc. (a)

560,000

43,546

UnitedHealth Group, Inc.

2,200,000

120,494

164,040

Life Sciences Tools & Services - 0.2%

PRA International (a)

1,100,000

25,388

Pharmaceuticals - 5.4%

Johnson & Johnson

1,800,000

113,886

Medicis Pharmaceutical Corp. Class A

920,000

30,360

Merck & Co., Inc.

5,100,000

267,495

Pfizer, Inc.

8,400,000

230,916

642,657

TOTAL HEALTH CARE

1,218,769

INDUSTRIALS - 12.2%

Aerospace & Defense - 2.3%

Honeywell International, Inc.

1,000,000

57,910

Lockheed Martin Corp.

560,000

54,936

The Boeing Co.

620,000

62,366

United Technologies Corp.

1,400,000

98,770

273,982

Air Freight & Logistics - 1.5%

United Parcel Service, Inc. Class B

2,400,000

172,728

Electrical Equipment - 0.5%

Thomas & Betts Corp. (a)

1,100,000

63,822

Industrial Conglomerates - 4.6%

3M Co.

1,400,000

123,144

General Electric Co.

7,200,000

270,576

Teleflex, Inc.

460,000

36,938

Tyco International Ltd.

3,500,000

116,760

547,418

Machinery - 1.9%

Caterpillar, Inc.

860,000

67,579

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Machinery - continued

Illinois Tool Works, Inc.

1,100,000

$ 57,992

SPX Corp.

1,100,000

96,657

222,228

Road & Rail - 1.4%

Burlington Northern Santa Fe Corp.

1,100,000

102,443

YRC Worldwide, Inc. (a)(d)

1,600,000

64,320

166,763

TOTAL INDUSTRIALS

1,446,941

INFORMATION TECHNOLOGY - 7.8%

Communications Equipment - 0.5%

Cisco Systems, Inc. (a)

2,000,000

53,840

Computers & Peripherals - 2.7%

Hewlett-Packard Co.

4,300,000

196,553

International Business Machines Corp.

1,200,000

127,920

324,473

Electronic Equipment & Instruments - 0.7%

Avnet, Inc. (a)

1,400,000

59,976

Flextronics International Ltd. (a)

2,500,000

28,875

88,851

Internet Software & Services - 0.4%

Yahoo!, Inc. (a)

1,800,000

51,660

IT Services - 0.3%

The Western Union Co.

1,500,000

33,675

Semiconductors & Semiconductor Equipment - 2.7%

Applied Materials, Inc.

3,100,000

59,210

Intel Corp.

5,100,000

113,067

MKS Instruments, Inc. (a)

2,200,000

59,950

National Semiconductor Corp.

2,200,000

59,224

Verigy Ltd.

900,000

25,749

317,200

Software - 0.5%

Microsoft Corp.

1,900,000

58,273

TOTAL INFORMATION TECHNOLOGY

927,972

Common Stocks - continued

Shares

Value (000s)

MATERIALS - 1.6%

Chemicals - 1.0%

Airgas, Inc.

1,500,000

$ 63,960

Sigma Aldrich Corp.

1,360,000

58,861

122,821

Metals & Mining - 0.6%

Alcoa, Inc.

1,600,000

66,048

TOTAL MATERIALS

188,869

TELECOMMUNICATION SERVICES - 5.6%

Diversified Telecommunication Services - 5.0%

AT&T, Inc.

10,700,000

442,338

Verizon Communications, Inc.

3,500,000

152,355

594,693

Wireless Telecommunication Services - 0.6%

Sprint Nextel Corp.

2,800,000

63,980

TOTAL TELECOMMUNICATION SERVICES

658,673

UTILITIES - 2.5%

Electric Utilities - 2.5%

Entergy Corp.

540,000

60,966

Exelon Corp.

1,200,000

93,600

FirstEnergy Corp.

440,000

30,461

PPL Corp.

1,000,000

45,960

Reliant Energy, Inc. (a)

2,300,000

58,926

289,913

TOTAL COMMON STOCKS

(Cost $9,560,071)

11,807,234

Money Market Funds - 0.6%

Shares

Value (000s)

Fidelity Cash Central Fund, 5.33% (b)

16,311,014

$ 16,311

Fidelity Securities Lending Cash Central Fund, 5.36% (b)(c)

54,688,500

54,689

TOTAL MONEY MARKET FUNDS

(Cost $71,000)

71,000

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $9,631,071)

11,878,234

NET OTHER ASSETS - (0.4)%

(46,514)

NET ASSETS - 100%

$ 11,831,720

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 512

Fidelity Securities Lending Cash Central Fund

363

Total

$ 875

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Big 5 Sporting Goods Corp.

$ 21,376

$ 26,389

$ -

$ 249

$ 48,491

Red Robin Gourmet Burgers, Inc.

29,558

-

-

-

36,920

Total

$ 50,934

$ 26,389

$ -

$ 249

$ 85,411

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

May 31, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $53,553) - See accompanying schedule:

Unaffiliated issuers (cost $9,482,440)

$ 11,721,823

Fidelity Central Funds (cost $71,000)

71,000

Other affiliated issuers (cost $77,631)

85,411

Total Investments (cost $9,631,071)

$ 11,878,234

Receivable for investments sold

5,748

Receivable for fund shares sold

3,472

Dividends receivable

27,500

Distributions receivable from Fidelity Central Funds

139

Prepaid expenses

31

Other receivables

334

Total assets

11,915,458

Liabilities

Payable for investments purchased

$ 7,750

Payable for fund shares redeemed

14,599

Accrued management fee

4,497

Other affiliated payables

1,791

Other payables and accrued expenses

412

Collateral on securities loaned, at value

54,689

Total liabilities

83,738

Net Assets

$ 11,831,720

Net Assets consist of:

Paid in capital

$ 9,169,111

Undistributed net investment income

35,429

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

380,017

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

2,247,163

Net Assets, for 463,055 shares outstanding

$ 11,831,720

Net Asset Value, offering price and redemption price per share ($11,831,720 ÷ 463,055 shares)

$ 25.55

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended May 31, 2007 (Unaudited)

Investment Income

Dividends (including $249 earned from other affiliated issuers)

$ 116,822

Interest

10

Income from Fidelity Central Funds

875

Total income

117,707

Expenses

Management fee

$ 26,703

Transfer agent fees

10,102

Accounting and security lending fees

677

Custodian fees and expenses

89

Independent trustees' compensation

19

Appreciation in deferred trustee compensation account

1

Registration fees

32

Audit

66

Legal

73

Interest

230

Miscellaneous

60

Total expenses before reductions

38,052

Expense reductions

(447)

37,605

Net investment income (loss)

80,102

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

397,380

Foreign currency transactions

(21)

Total net realized gain (loss)

397,359

Change in net unrealized appreciation (depreciation) on:

Investment securities

802,688

Net gain (loss)

1,200,047

Net increase (decrease) in net assets resulting from operations

$ 1,280,149

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended May 31, 2007
(Unaudited)

Year ended
November 30, 2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 80,102

$ 175,428

Net realized gain (loss)

397,359

1,068,758

Change in net unrealized appreciation (depreciation)

802,688

106,688

Net increase (decrease) in net assets resulting
from operations

1,280,149

1,350,874

Distributions to shareholders from net investment income

(97,702)

(161,449)

Distributions to shareholders from net realized gain

(971,101)

(950,596)

Total distributions

(1,068,803)

(1,112,045)

Share transactions
Proceeds from sales of shares

510,087

684,251

Reinvestment of distributions

1,025,172

1,066,583

Cost of shares redeemed

(1,549,504)

(2,602,829)

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

(14,245)

(851,995)

Total increase (decrease) in net assets

197,101

(613,166)

Net Assets

Beginning of period

11,634,619

12,247,785

End of period (including undistributed net investment income of $35,429 and undistributed net investment income of $53,029, respectively)

$ 11,831,720

$ 11,634,619

Other Information

Shares

Sold

21,406

28,934

Issued in reinvestment of distributions

43,087

46,025

Redeemed

(64,574)

(110,366)

Net increase (decrease)

(81)

(35,407)

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

Semiannual Report

Financial Highlights

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 25.12

$ 24.57

$ 23.90

$ 21.52

$ 18.72

$ 21.21

Income from Investment Operations

Net investment income (loss) D

.17

.35

.35

.35 G

.25

.24

Net realized and
unrealized gain (loss)

2.54

2.44

1.36

2.49

2.78

(1.65)

Total from investment operations

2.71

2.79

1.71

2.84

3.03

(1.41)

Distributions from net investment income

(.21)

(.33)

(.41)

(.29)

(.23)

(.23)

Distributions from net realized gain

(2.07)

(1.91)

(.63)

(.17)

-

(.85)

Total distributions

(2.28)

(2.24)

(1.04)

(.46)

(.23)

(1.08)

Net asset value,
end of period

$ 25.55

$ 25.12

$ 24.57

$ 23.90

$ 21.52

$ 18.72

Total Return B, C

11.70%

12.28%

7.41%

13.32%

16.40%

(7.08)%

Ratios to Average Net Assets E, H

Expenses before reductions

.66% A

.67%

.68%

.68%

.70%

.70%

Expenses net of fee waivers, if any

.66% A

.67%

.68%

.68%

.70%

.70%

Expenses net of all reductions

.65% A

.66%

.62%

.64%

.64%

.63%

Net investment
income (loss)

1.38% A

1.50%

1.49%

1.56%

1.31%

1.26%

Supplemental Data

Net assets,
end of period
(in millions)

$ 11,832

$ 11,635

$ 12,248

$ 12,632

$ 11,525

$ 10,156

Portfolio turnover rate F

44% A

160%

143%

123%

131%

135%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2007 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

Fidelity Equity-Income II Fund (the Fund) is a fund of Fidelity Financial Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its' affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

which quotations are not readily available are valued at amortized cost, which approximates value.

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

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

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

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

Investment Transactions and Income. 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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to short-term capital gains, foreign currency transactions, passive foreign investment companies (PFIC), market discount, deferred trustees compensation, and losses deferred due to wash sales.

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

Unrealized appreciation

$ 2,277,606

Unrealized depreciation

(39,969)

Net unrealized appreciation (depreciation)

$ 2,237,637

Cost for federal income tax purposes

$ 9,640,597

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management has concluded that the adoption of FIN 48 will not result in a material impact on the Fund's net assets, results of operations and financial statement disclosures.

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

4. Operating Policies.

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

Semiannual Report

4. Operating Policies - continued

Repurchase Agreements - continued

(including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,531,483 and $3,444,834, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .46% of the Fund's average net assets.

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

Accounting and Security Lending Fees. FSC maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $5 for the period.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

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

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 23,209

5.40%

$ 230

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $14 and is reflected in Miscellaneous Expense 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 from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $363.

Semiannual Report

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $16 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $7 and $240, respectively.

10. Other.

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

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

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

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Semiannual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

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

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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(8 a.m. - 9 p.m.)

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for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

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(automated graphic)    Automated line for quickest service

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

EII-USAN-0707
1.786811.104

Fidelity®

Independence

Fund

Semiannual Report

May 31, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

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 (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) website at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

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

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 report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stocks are currently on pace to register their fifth-straight year of positive returns, although gains could be trimmed if the U.S. economy continues to slow. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2006 to May 31, 2007).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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 provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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.

Semiannual Report

Beginning
Account Value
December 1, 2006

Ending
Account Value
May 31, 2007

Expenses Paid
During Period
*
December 1, 2006
to May 31, 2007

Actual

$ 1,000.00

$ 1,132.60

$ 4.63

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.59

$ 4.38

* Expenses are equal to the Fund's annualized expense ratio of .87%; multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of May 31, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Valero Energy Corp.

3.1

2.1

AT&T, Inc.

2.7

2.1

Research In Motion Ltd.

2.7

1.9

Monsanto Co.

2.6

1.1

Ultra Petroleum Corp.

2.2

1.9

Celgene Corp.

2.1

1.4

Exxon Mobil Corp.

2.1

3.0

Apple, Inc.

1.9

2.0

McDermott International, Inc.

1.9

1.1

Entergy Corp.

1.8

0.3

23.1

Top Five Market Sectors as of May 31, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

23.4

17.4

Information Technology

14.4

16.1

Health Care

10.2

9.4

Consumer Discretionary

9.7

9.3

Materials

9.1

4.3

Asset Allocation (% of fund's net assets)

As of May 31, 2007 *

As of November 30, 2006 **

Stocks 99.9%

Stocks 99.3%

Short-Term
Investments and
Net Other Assets 0.1%

Short-Term
Investments and
Net Other Assets 0.7%

* Foreign investments

24.3%

** Foreign investments

20.2%

Semiannual Report

Investments May 31, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.9%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 9.7%

Diversified Consumer Services - 1.1%

Apollo Group, Inc. Class A (non-vtg.) (a)

409,200

$ 19,629

Sotheby's Class A (ltd. vtg.)

700,000

33,229

52,858

Hotels, Restaurants & Leisure - 3.2%

Burger King Holdings, Inc.

1,475,821

37,781

Hilton Hotels Corp.

873,100

31,039

McDonald's Corp.

1,002,600

50,681

Starwood Hotels & Resorts Worldwide, Inc.

300,000

21,621

Vail Resorts, Inc. (a)

303,600

18,201

159,323

Internet & Catalog Retail - 1.2%

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

952,000

58,872

Media - 0.5%

Comcast Corp. Class A (special) (non-vtg.) (a)

569,000

15,465

Getty Images, Inc. (a)

100,000

5,005

Time Warner, Inc.

234,000

5,001

25,471

Multiline Retail - 1.0%

Kohl's Corp. (a)

312,800

23,560

Saks, Inc. (d)

1,460,900

29,276

52,836

Specialty Retail - 0.6%

PETsMART, Inc.

600,000

20,532

Tiffany & Co., Inc.

200,000

10,514

31,046

Textiles, Apparel & Luxury Goods - 2.1%

Coach, Inc. (a)

500,000

25,680

Crocs, Inc. (a)(d)

300,000

24,408

Polo Ralph Lauren Corp. Class A

200,000

19,506

VF Corp.

400,000

37,512

107,106

TOTAL CONSUMER DISCRETIONARY

487,512

CONSUMER STAPLES - 4.1%

Food Products - 1.9%

Nestle SA sponsored ADR

367,400

35,803

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food Products - continued

Ralcorp Holdings, Inc. (a)

300,000

$ 17,448

Tyson Foods, Inc. Class A

1,900,000

42,351

95,602

Personal Products - 0.8%

Avon Products, Inc.

574,700

22,063

Bare Escentuals, Inc.

410,600

17,225

39,288

Tobacco - 1.4%

Altria Group, Inc.

1,030,000

73,233

TOTAL CONSUMER STAPLES

208,123

ENERGY - 23.4%

Energy Equipment & Services - 5.8%

Nabors Industries Ltd. (a)

1,195,300

41,764

Oceaneering International, Inc. (a)

540,600

27,052

Schlumberger Ltd. (NY Shares)

790,300

61,541

Smith International, Inc.

750,000

41,633

Transocean, Inc. (a)

711,600

69,908

W-H Energy Services, Inc. (a)

246,300

15,714

Weatherford International Ltd. (a)

600,000

32,604

290,216

Oil, Gas & Consumable Fuels - 17.6%

Cabot Oil & Gas Corp.

1,025,200

39,983

Cameco Corp.

1,400,000

72,563

China Coal Energy Co. Ltd. (H Shares)

389,000

502

EOG Resources, Inc.

839,100

64,527

Exxon Mobil Corp.

1,254,500

104,337

Marathon Oil Corp.

200,000

24,762

Noble Energy, Inc.

275,000

17,405

Petroplus Holdings AG

684,270

63,415

Quicksilver Resources, Inc. (a)(d)

1,383,900

61,570

Range Resources Corp.

979,500

37,946

Sunoco, Inc.

600,000

47,826

SXR Uranium One, Inc. (a)

500,000

7,794

Tesoro Corp.

600,000

37,128

Ultra Petroleum Corp. (a)

1,789,879

109,863

Valero Energy Corp.

2,113,700

157,718

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Venoco, Inc.

250,000

$ 4,968

Williams Companies, Inc.

1,100,000

34,936

887,243

TOTAL ENERGY

1,177,459

FINANCIALS - 8.8%

Capital Markets - 2.6%

Charles Schwab Corp.

600,000

13,482

Franklin Resources, Inc.

300,000

40,722

Goldman Sachs Group, Inc.

100,700

23,244

Julius Baer Holding AG (Bearer)

300,000

22,830

Lazard Ltd. Class A

393,700

21,213

T. Rowe Price Group, Inc.

200,000

10,270

131,761

Commercial Banks - 2.7%

Banco Bradesco SA (PN) sponsored ADR (d)

1,708,000

43,366

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

1,308,800

57,705

Raiffeisen International Bank Holding AG

104,200

16,292

Uniao de Bancos Brasileiros SA (Unibanco) GDR

179,100

20,115

137,478

Insurance - 3.0%

MetLife, Inc.

950,000

64,600

Prudential Financial, Inc.

834,300

85,115

149,715

Real Estate Investment Trusts - 0.5%

Annaly Capital Management, Inc.

1,600,100

24,706

TOTAL FINANCIALS

443,660

HEALTH CARE - 10.2%

Biotechnology - 3.7%

Celgene Corp. (a)

1,724,300

105,596

CSL Ltd.

24,000

1,773

Gilead Sciences, Inc. (a)

953,500

78,921

186,290

Health Care Equipment & Supplies - 3.0%

Beckman Coulter, Inc.

350,000

22,890

Becton, Dickinson & Co.

644,100

49,113

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Cytyc Corp. (a)

1,200,000

$ 50,736

Nobel Biocare Holding AG (Switzerland)

85,497

29,320

152,059

Health Care Providers & Services - 1.7%

Humana, Inc. (a)

1,000,000

62,050

Medco Health Solutions, Inc. (a)

300,000

23,328

85,378

Pharmaceuticals - 1.8%

Elan Corp. PLC sponsored ADR (a)

209,900

4,139

Merck & Co., Inc.

1,649,440

86,513

90,652

TOTAL HEALTH CARE

514,379

INDUSTRIALS - 8.3%

Aerospace & Defense - 2.6%

DRS Technologies, Inc.

154,800

7,949

General Dynamics Corp.

469,500

37,673

Hexcel Corp. (a)(d)

1,309,100

30,279

L-3 Communications Holdings, Inc.

600,000

57,156

133,057

Airlines - 0.6%

Ryanair Holdings PLC sponsored ADR (a)

682,600

28,185

Electrical Equipment - 1.0%

ABB Ltd. sponsored ADR

2,342,800

50,300

Industrial Conglomerates - 1.9%

McDermott International, Inc. (a)

1,191,788

92,959

Machinery - 1.5%

Caterpillar, Inc.

600,000

47,148

MAN AG

200,000

29,021

76,169

Road & Rail - 0.7%

Burlington Northern Santa Fe Corp.

190,600

17,751

Kansas City Southern

400,000

16,420

34,171

TOTAL INDUSTRIALS

414,841

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - 14.4%

Communications Equipment - 4.5%

Cisco Systems, Inc. (a)

992,400

$ 26,715

Harris Corp.

500,000

24,960

QUALCOMM, Inc.

900,000

38,655

Research In Motion Ltd. (a)

816,900

135,671

226,001

Computers & Peripherals - 2.6%

Apple, Inc. (a)

782,800

95,157

Dell, Inc. (a)

1,400,000

37,618

132,775

Electronic Equipment & Instruments - 0.4%

IPG Photonics Corp.

207,500

4,654

Jabil Circuit, Inc.

600,000

13,800

18,454

Internet Software & Services - 2.6%

Akamai Technologies, Inc. (a)

487,200

21,539

eBay, Inc. (a)

900,000

29,304

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

92,151

45,868

SAVVIS, Inc. (a)

308,900

15,504

Yahoo!, Inc. (a)

700,000

20,090

132,305

IT Services - 1.9%

Fidelity National Information Services, Inc.

600,000

32,352

Mastercard, Inc. Class A

430,000

64,307

96,659

Semiconductors & Semiconductor Equipment - 1.4%

Applied Materials, Inc.

2,100,000

40,110

ASML Holding NV (NY Shares) (a)

1,128,900

29,092

69,202

Software - 1.0%

Adobe Systems, Inc. (a)

200,000

8,816

Glu Mobile, Inc.

106,700

1,326

Nintendo Co. Ltd.

106,700

37,260

Solera Holdings, Inc.

199,800

3,526

50,928

TOTAL INFORMATION TECHNOLOGY

726,324

Common Stocks - continued

Shares

Value (000s)

MATERIALS - 9.1%

Chemicals - 5.2%

Monsanto Co.

2,166,901

$ 133,481

Potash Corp. of Saskatchewan, Inc.

900,000

63,855

The Mosaic Co.

1,800,000

63,234

260,570

Metals & Mining - 3.7%

Arcelor Mittal

900,000

53,991

Companhia Vale do Rio Doce sponsored ADR

600,000

27,270

Freeport-McMoRan Copper & Gold, Inc. Class B

900,000

70,830

Goldcorp, Inc. (d)

552,400

13,290

Impala Platinum Holdings Ltd.

600,000

18,372

183,753

Paper & Forest Products - 0.2%

Nine Dragons Paper (Holdings) Ltd. (a)

6,000,000

12,555

TOTAL MATERIALS

456,878

TELECOMMUNICATION SERVICES - 6.3%

Diversified Telecommunication Services - 2.7%

AT&T, Inc.

3,289,300

135,980

Wireless Telecommunication Services - 3.6%

America Movil SA de CV Series L sponsored ADR

1,028,200

62,258

American Tower Corp. Class A (a)

1,096,200

47,334

NII Holdings, Inc. (a)

873,200

71,140

180,732

TOTAL TELECOMMUNICATION SERVICES

316,712

UTILITIES - 5.6%

Electric Utilities - 2.3%

Enernoc, Inc. (a)

35,100

1,370

Entergy Corp.

785,700

88,706

Reliant Energy, Inc. (a)

1,000,000

25,620

115,696

Independent Power Producers & Energy Traders - 3.3%

Constellation Energy Group, Inc.

743,600

68,240

Common Stocks - continued

Shares

Value (000s)

UTILITIES - continued

Independent Power Producers & Energy Traders - continued

Dynegy, Inc. (a)

1,000,000

$ 9,680

NRG Energy, Inc.

1,000,000

87,890

165,810

TOTAL UTILITIES

281,506

TOTAL COMMON STOCKS

(Cost $4,318,689)

5,027,394

Money Market Funds - 2.9%

Fidelity Cash Central Fund, 5.33% (b)

30,574,496

30,574

Fidelity Securities Lending Cash Central Fund, 5.36% (b)(c)

116,790,925

116,791

TOTAL MONEY MARKET FUNDS

(Cost $147,365)

147,365

TOTAL INVESTMENT PORTFOLIO - 102.8%

(Cost $4,466,054)

5,174,759

NET OTHER ASSETS - (2.8)%

(140,498)

NET ASSETS - 100%

$ 5,034,261

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 1,021

Fidelity Securities Lending Cash Central Fund

270

Total

$ 1,291

Other Information

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

United States of America

75.7%

Canada

8.1%

Switzerland

4.0%

Brazil

2.9%

Panama

1.9%

Netherlands

1.7%

Mexico

1.2%

Netherlands Antilles

1.2%

Others (individually less than 1%)

3.3%

100.0%

Income Tax Information

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

May 31, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $114,000) - See accompanying schedule:

Unaffiliated issuers (cost $4,318,689)

$ 5,027,394

Fidelity Central Funds (cost $147,365)

147,365

Total Investments (cost $4,466,054)

$ 5,174,759

Receivable for investments sold

88,890

Receivable for fund shares sold

2,521

Dividends receivable

4,594

Distributions receivable from Fidelity Central Funds

113

Prepaid expenses

12

Other receivables

178

Total assets

5,271,067

Liabilities

Payable for investments purchased

$ 110,269

Payable for fund shares redeemed

5,763

Accrued management fee

3,043

Other affiliated payables

755

Other payables and accrued expenses

185

Collateral on securities loaned, at value

116,791

Total liabilities

236,806

Net Assets

$ 5,034,261

Net Assets consist of:

Paid in capital

$ 4,480,758

Undistributed net investment income

3,670

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

(158,864)

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

708,697

Net Assets, for 202,638 shares outstanding

$ 5,034,261

Net Asset Value, offering price and redemption price per share ($5,034,261 ÷ 202,638 shares)

$ 24.84

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended May 31, 2007 (Unaudited)

Investment Income

Dividends

$ 22,633

Special dividends

6,483

Interest

128

Income from Fidelity Central Funds

1,291

Total income

30,535

Expenses

Management fee
Basic fee

$ 13,239

Performance adjustment

2,721

Transfer agent fees

3,876

Accounting and security lending fees

537

Custodian fees and expenses

90

Independent trustees' compensation

8

Appreciation in deferred trustee compensation account

1

Registration fees

43

Audit

47

Legal

29

Interest

18

Miscellaneous

24

Total expenses before reductions

20,633

Expense reductions

(341)

20,292

Net investment income (loss)

10,243

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $5,594)

177,484

Foreign currency transactions

(18)

Total net realized gain (loss)

177,466

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $5,611)

408,808

Assets and liabilities in foreign currencies

6

Total change in net unrealized appreciation (depreciation)

408,814

Net gain (loss)

586,280

Net increase (decrease) in net assets resulting from operations

$ 596,523

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended May 31, 2007
(Unaudited)

Year ended
November 30, 2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 10,243

$ 18,461

Net realized gain (loss)

177,466

833,153

Change in net unrealized appreciation (depreciation)

408,814

(277,213)

Net increase (decrease) in net assets resulting
from operations

596,523

574,401

Distributions to shareholders from net investment income

(21,377)

(12,074)

Share transactions
Proceeds from sales of shares

180,052

430,858

Reinvestment of distributions

21,162

11,979

Cost of shares redeemed

(464,775)

(936,261)

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

(263,561)

(493,424)

Total increase (decrease) in net assets

311,585

68,903

Net Assets

Beginning of period

4,722,676

4,653,773

End of period (including undistributed net investment income of $3,670 and undistributed net investment income of $14,804, respectively)

$ 5,034,261

$ 4,722,676

Other Information

Shares

Sold

7,940

20,820

Issued in reinvestment of distributions

955

605

Redeemed

(20,623)

(46,162)

Net increase (decrease)

(11,728)

(24,737)

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

Semiannual Report

Financial Highlights

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 22.03

$ 19.46

$ 17.39

$ 15.45

$ 13.83

$ 15.84

Income from Investment Operations

Net investment
income (loss) D

.05 G

.08

.04

.11 H, I

.14

.21

Net realized and
unrealized gain (loss)

2.86

2.54

2.14

1.93

1.69

(2.02)

Total from investment operations

2.91

2.62

2.18

2.04

1.83

(1.81)

Distributions from net investment income

(.10)

(.05)

(.11)

(.10)

(.21)

(.20)

Net asset value, end of period

$ 24.84

$ 22.03

$ 19.46

$ 17.39

$ 15.45

$ 13.83

Total Return B, C

13.26%

13.49%

12.61%

13.28%

13.47%

(11.57)%

Ratios to Average Net Assets E, J

Expenses before
reductions

.87% A

.87%

.77%

.76%

.62%

1.07%

Expenses net of fee waivers, if any

.87% A

.87%

.77%

.76%

.62%

1.07%

Expenses net of all
reductions

.86% A

.86%

.72%

.71%

.55%

.97%

Net investment
income (loss)

.43% A, G

.41%

.24%

.66% I

1.00%

1.41%

Supplemental Data

Net assets, end of
period (in millions)

$ 5,034

$ 4,723

$ 4,654

$ 4,584

$ 4,591

$ 4,443

Portfolio turnover rate F

187% A

169%

119%

119%

166%

191%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G Investment income per share reflects a special dividend which amounted to $.03 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .16%.

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2007 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

Fidelity Independence Fund (the Fund) is a fund of Fidelity Financial Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

which quotations are not readily available are valued at amortized cost, which approximates value.

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

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

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

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

Investment Transactions and Income. 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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income and income distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Unrealized appreciation

$ 731,279

Unrealized depreciation

(27,042)

Net unrealized appreciation (depreciation)

$ 704,237

Cost for federal income tax purposes

$ 4,470,522

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management has concluded that the adoption of FIN 48 will not result in a material impact on the Fund's net assets, results of operations and financial statement disclosures.

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

4. Operating Policies.

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

Semiannual Report

4. Operating Policies - continued

Repurchase Agreements - continued

accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,401,329 and $4,643,092, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease.

In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .68% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the transfer agent fees were equivalent to an annualized rate of .16% of average net assets.

Accounting and Security Lending Fees. FSC maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $20 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

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

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 9,082

5.39%

$ 18

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $6 and is reflected in Miscellaneous Expense 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 from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $270.

Semiannual Report

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $182 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $6 and $83, respectively.

10. Other.

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

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

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

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Semiannual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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

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

Fidelity International Investment
Advisors

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

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FRE-USAN-0707
1.786813.104

Fidelity®

Strategic Dividend & Income®

Fund

Semiannual Report

May 31, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

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 (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

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

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 report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stocks are currently on pace to register their fifth-straight year of positive returns, although gains could be trimmed if the U.S. economy continues to slow. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (December 1, 2006 to May 31, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Semiannual Report

Beginning
Account Value
December 1, 2006

Ending
Account Value
May 31, 2007

Expenses Paid
During Period
*
December 1, 2006
to May 31, 2007

Class A

Actual

$ 1,000.00

$ 1,090.50

$ 5.73

HypotheticalA

$ 1,000.00

$ 1,019.45

$ 5.54

Class T

Actual

$ 1,000.00

$ 1,089.50

$ 6.88

HypotheticalA

$ 1,000.00

$ 1,018.35

$ 6.64

Class B

Actual

$ 1,000.00

$ 1,085.90

$ 9.93

HypotheticalA

$ 1,000.00

$ 1,015.41

$ 9.60

Class C

Actual

$ 1,000.00

$ 1,086.90

$ 9.63

HypotheticalA

$ 1,000.00

$ 1,015.71

$ 9.30

Strategic Dividend and Income

Actual

$ 1,000.00

$ 1,091.80

$ 4.12

HypotheticalA

$ 1,000.00

$ 1,020.99

$ 3.98

Institutional Class

Actual

$ 1,000.00

$ 1,092.80

$ 4.17

HypotheticalA

$ 1,000.00

$ 1,020.94

$ 4.03

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

1.10%

Class T

1.32%

Class B

1.91%

Class C

1.85%

Strategic Dividend and Income

.79%

Institutional Class

.80%

Semiannual Report

Investment Changes

Top Ten Investments as of May 31, 2007

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Valero Energy Corp.

2.0

1.7

AT&T, Inc.

1.5

1.0

JPMorgan Chase & Co.

1.4

1.4

National Oilwell Varco, Inc.

1.1

1.2

Citigroup, Inc.

1.1

0.0

General Growth Properties, Inc.

0.9

1.2

Transocean, Inc.

0.9

0.0

Diamond Offshore Drilling, Inc.

0.8

0.0

El Paso Corp. 4.99%

0.8

0.9

American International Group, Inc.

0.8

1.0

11.3

Top Five Market Sectors as of May 31, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

33.1

34.2

Information Technology

14.6

14.8

Energy

12.2

13.4

Utilities

6.5

5.4

Industrials

6.4

6.6

Asset Allocation (% of fund's net assets)

As of May 31, 2007*

As of November 30, 2006**

Common Stocks 63.3%

Common Stocks 66.8%

Preferred Stocks 15.3%

Preferred Stocks 13.0%

Convertible Bonds 13.4%

Convertible Bonds 13.5%

Other Investments 1.5%

Other Investments 0.9%

Short-Term
Investments and
Net Other Assets 6.5%

Short-Term
Investments and
Net Other Assets 5.8%

* Foreign investments

8.5%

** Foreign investments

10.8%

Semiannual Report

Investments May 31, 2007 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 14.5%

Principal Amount

Value

Convertible Bonds - 13.4%

CONSUMER DISCRETIONARY - 1.0%

Automobiles - 0.1%

Ford Motor Co. 4.25% 12/15/36

$ 970,000

$ 1,118,216

Hotels, Restaurants & Leisure - 0.4%

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

5,820,000

4,104,148

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

3,300,000

3,902,250

8,006,398

Media - 0.4%

Charter Communications, Inc.:

5.875% 11/16/09 (f)

70,000

124,600

5.875% 11/16/09

4,013,000

7,143,140

7,267,740

Specialty Retail - 0.1%

Asbury Automotive Group, Inc. 3% 9/15/12 (f)

1,000,000

973,400

Eddie Bauer Holdings, Inc. 5.25% 4/1/14 (f)

1,000,000

1,256,250

2,229,650

TOTAL CONSUMER DISCRETIONARY

18,622,004

CONSUMER STAPLES - 0.0%

Food & Staples Retailing - 0.0%

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

1,520,000

817,304

ENERGY - 2.7%

Energy Equipment & Services - 1.1%

Grey Wolf, Inc. 5.2994% 4/1/24 (g)

2,300,000

3,225,980

Halliburton Co. 3.125% 7/15/23

4,260,000

8,216,475

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

1,000,000

1,048,700

Maverick Tube Corp. 1.875% 11/15/25

3,000,000

3,633,000

SESI LLC 1.5% 12/15/26 (d)(f)

3,000,000

3,243,000

19,367,155

Oil, Gas & Consumable Fuels - 1.6%

Chesapeake Energy Corp.:

2.75% 11/15/35 (f)

5,000,000

5,491,000

2.75% 11/15/35

10,200,000

11,201,640

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

McMoRan Exploration Co. 6% 7/2/08

$ 3,000,000

$ 3,567,600

Peabody Energy Corp. 4.75% 12/15/66

8,000,000

9,080,000

29,340,240

TOTAL ENERGY

48,707,395

FINANCIALS - 0.2%

Real Estate Investment Trusts - 0.2%

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

3,000,000

3,202,500

HEALTH CARE - 1.8%

Biotechnology - 0.6%

Amgen, Inc.:

0.375% 2/1/13 (f)

5,000,000

4,494,000

0.375% 2/1/13

7,000,000

6,300,000

10,794,000

Health Care Equipment & Supplies - 0.5%

Beckman Coulter, Inc. 2.5% 12/15/36 (f)

2,000,000

2,129,600

Inverness Medical Innovations, Inc. 3% 5/15/16 (f)

4,000,000

4,360,000

Medtronic, Inc. 1.625% 4/15/13

2,000,000

2,130,820

8,620,420

Life Sciences Tools & Services - 0.5%

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

1,000,000

1,239,300

Fisher Scientific International, Inc.:

2.5% 10/1/23 (f)

995,000

2,339,345

2.5% 10/1/23

2,400,000

5,642,640

Nektar Therapeutics 3.25% 9/28/12

1,000,000

915,100

10,136,385

Pharmaceuticals - 0.2%

Alpharma, Inc. 2.125% 3/15/27

3,000,000

2,966,779

TOTAL HEALTH CARE

32,517,584

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

INDUSTRIALS - 1.4%

Aerospace & Defense - 0.3%

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

$ 1,000,000

$ 1,261,570

Alliant Techsystems, Inc. 3% 8/15/24

2,680,000

3,831,354

5,092,924

Airlines - 0.2%

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

2,000,000

2,652,800

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

490,000

878,325

3,531,125

Commercial Services & Supplies - 0.1%

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

1,000,000

1,392,696

Construction & Engineering - 0.4%

Fluor Corp. 1.5% 2/15/24

2,000,000

3,749,476

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

3,000,000

4,474,032

8,223,508

Electrical Equipment - 0.2%

GrafTech International Ltd. 1.625% 1/15/24

2,720,000

2,903,600

Machinery - 0.2%

Greenbrier Companies, Inc.:

2.375% 5/15/26 (f)

1,000,000

920,593

2.375% 5/15/26

2,000,000

1,841,187

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

1,000,000

1,170,040

3,931,820

TOTAL INDUSTRIALS

25,075,673

INFORMATION TECHNOLOGY - 5.9%

Communications Equipment - 1.0%

Ciena Corp. 0.25% 5/1/13

1,560,000

1,579,800

Finisar Corp. 2.5% 10/15/10

6,920,000

8,719,200

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

5,000,000

4,009,500

L-3 Communications Corp. 3% 8/1/35

2,000,000

2,227,500

Symmetricom, Inc. 3.25% 6/15/25

2,000,000

1,944,200

18,480,200

Computers & Peripherals - 0.7%

EMC Corp.:

1.75% 12/1/13 (f)

1,800,000

2,193,750

1.75% 12/1/13

930,000

1,133,438

Hutchinson Technology, Inc. 3.25% 1/15/26

3,000,000

2,573,700

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

Maxtor Corp. 2.375% 8/15/12

$ 600,000

$ 794,700

SanDisk Corp. 1% 5/15/13

7,000,000

5,910,100

12,605,688

Electronic Equipment & Instruments - 1.6%

Anixter International, Inc. 1% 2/15/13 (f)

2,000,000

2,555,200

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

1,110,000

1,164,579

Flextronics International Ltd. 1% 8/1/10

8,420,000

8,103,408

Itron, Inc. 2.5% 8/1/26

10,000,000

12,208,000

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

1,000,000

866,875

Newport Corp. 2.5% 2/15/12 (f)

1,000,000

936,920

Solectron Corp. 0.5% 2/15/34

1,000,000

830,400

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

2,600,000

2,729,047

29,394,429

IT Services - 0.5%

BearingPoint, Inc. 3.1% 12/15/24 (f)

2,000,000

1,909,715

DST Systems, Inc. 4.125% 8/15/23

3,470,000

6,187,180

8,096,895

Semiconductors & Semiconductor Equipment - 1.8%

Advanced Micro Devices, Inc. 6% 5/1/15 (f)

5,000,000

4,925,000

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

2,000,000

2,380,800

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

3,000,000

2,601,600

Credence Systems Corp. 3.5% 5/15/10 (f)

2,000,000

1,835,000

EMCORE Corp. 5.5% 5/15/11

880,000

925,100

Intel Corp. 2.95% 12/15/35

6,000,000

5,547,780

ON Semiconductor Corp.:

0% 4/15/24

6,500,000

7,907,900

1.875% 12/15/25 (f)

1,250,000

2,092,375

Photronics, Inc. 2.25% 4/15/08

3,000,000

3,160,500

31,376,055

Software - 0.3%

Borland Software Corp. 2.75% 2/15/12 (f)

2,000,000

2,272,500

Cadence Design Systems, Inc. 1.5% 12/15/13 (f)

2,000,000

2,344,000

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

1,000,000

1,168,000

5,784,500

TOTAL INFORMATION TECHNOLOGY

105,737,767

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

MATERIALS - 0.1%

Chemicals - 0.1%

Pioneer Companies, Inc. 2.75% 3/1/27 (f)

$ 1,420,000

$ 1,696,900

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

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

2,000,000

2,531,900

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

2,000,000

2,465,000

4,996,900

TOTAL CONVERTIBLE BONDS

241,374,027

Nonconvertible Bonds - 1.1%

FINANCIALS - 0.8%

Capital Markets - 0.4%

Goldman Sachs Group, Inc. 5.793%

2,000,000

1,972,000

JPMorgan Chase Capital XXII 6.45% 2/2/37

3,000,000

2,916,543

Lehman Brothers Holdings, Inc.:

5.857% (g)

1,000,000

989,421

6.19% (g)

1,000,000

1,001,250

6,879,214

Commercial Banks - 0.4%

Capital One Capital IV 6.745% 2/17/37 (g)

2,000,000

1,907,220

HBOS plc 6.657% (f)(g)

5,000,000

4,900,000

Wells Fargo Capital X 5.95% 12/15/36

1,000,000

953,980

7,761,200

TOTAL FINANCIALS

14,640,414

UTILITIES - 0.3%

Multi-Utilities - 0.3%

Wisconsin Energy Corp. 6.25% 5/15/67 (g)

5,000,000

4,869,360

TOTAL NONCONVERTIBLE BONDS

19,509,774

TOTAL CORPORATE BONDS

(Cost $238,807,078)

260,883,801

Common Stocks - 63.3%

Shares

Value

CONSUMER DISCRETIONARY - 4.9%

Automobiles - 0.1%

Winnebago Industries, Inc.

78,400

$ 2,430,400

Diversified Consumer Services - 0.5%

Coinmach Service Corp. unit

156,800

2,993,312

Service Corp. International

339,000

4,739,220

Stewart Enterprises, Inc. Class A

225,800

1,747,692

9,480,224

Hotels, Restaurants & Leisure - 1.4%

Accor SA

23,500

2,185,288

Aristocrat Leisure Ltd.

229,600

2,928,206

Centerplate, Inc. unit

268,800

4,381,440

Hilton Hotels Corp.

27,700

984,735

Jollibee Food Corp.

409,500

491,400

McDonald's Corp.

105,849

5,350,667

Minor International PCL (For. Reg.)

1,212,900

416,552

Starwood Hotels & Resorts Worldwide, Inc.

65,500

4,720,585

WMS Industries, Inc. (a)

66,400

2,812,704

24,271,577

Household Durables - 1.0%

Bassett Furniture Industries, Inc.

80,957

1,161,733

Beazer Homes USA, Inc.

21,600

772,632

Black & Decker Corp.

27,900

2,634,597

KB Home

35,600

1,633,684

La-Z-Boy, Inc.

95,477

1,122,810

The Stanley Works

43,910

2,776,429

Urbi, Desarrollos Urbanos, SA de CV (a)

243,500

1,040,932

Whirlpool Corp.

56,600

6,319,390

17,462,207

Internet & Catalog Retail - 0.1%

FTD Group, Inc.

30,500

540,765

Submarino SA

15,200

645,585

1,186,350

Leisure Equipment & Products - 0.3%

Brunswick Corp.

71,900

2,475,517

Eastman Kodak Co.

111,600

2,830,176

MarineMax, Inc. (a)

18,300

380,274

5,685,967

Media - 0.8%

Charter Communications, Inc. Class A (a)

977,700

3,920,577

Getty Images, Inc. (a)

47,700

2,387,385

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Grupo Televisa SA de CV (CPO) sponsored ADR

21,500

$ 618,770

News Corp.:

Class A

86,700

1,915,203

Class B

8,400

198,492

R.H. Donnelley Corp.

49,200

3,834,648

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

41,865

1,880,576

14,755,651

Multiline Retail - 0.4%

JCPenney Co., Inc.

36,600

2,945,568

Retail Ventures, Inc. (a)

39,791

771,547

Sears Holdings Corp. (a)

16,200

2,916,324

Tuesday Morning Corp.

90,385

1,259,967

7,893,406

Specialty Retail - 0.1%

AutoZone, Inc. (a)

6,500

836,095

Circuit City Stores, Inc.

51,200

822,784

Truworths International Ltd.

78,600

458,132

2,117,011

Textiles, Apparel & Luxury Goods - 0.2%

G-III Apparel Group Ltd. (a)

83,500

1,728,450

VF Corp.

22,000

2,063,160

3,791,610

TOTAL CONSUMER DISCRETIONARY

89,074,403

CONSUMER STAPLES - 3.2%

Beverages - 0.1%

Anadolu Efes Biracilk Ve Malt Sanyii AS

11,000

455,028

Remy Cointreau SA

23,200

1,679,462

2,134,490

Food & Staples Retailing - 0.5%

Rite Aid Corp.

380,200

2,402,864

Safeway, Inc.

154,900

5,340,952

Wal-Mart de Mexico SA de CV Series V

219,926

832,235

8,576,051

Food Products - 1.4%

B&G Foods, Inc. unit

156,900

3,426,696

BioMar Holding AS

49,200

2,933,095

Bunge Ltd.

30,000

2,343,600

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - continued

Cermaq ASA (e)

143,100

$ 2,455,868

Chaoda Modern Agriculture (Holdings) Ltd.

1,024,000

889,118

Chiquita Brands International, Inc. (e)

234,337

4,297,741

Kraft Foods, Inc. Class A

70,794

2,395,669

Marine Harvest ASA (a)

2,180,000

2,414,671

Ralcorp Holdings, Inc. (a)

22,800

1,326,048

Tyson Foods, Inc. Class A

158,000

3,521,820

26,004,326

Household Products - 0.1%

Central Garden & Pet Co. (a)

108,600

1,558,410

Personal Products - 0.6%

Avon Products, Inc.

148,000

5,681,720

Playtex Products, Inc. (a)

312,100

4,650,290

10,332,010

Tobacco - 0.5%

Altria Group, Inc.

102,300

7,273,530

Japan Tobacco, Inc.

484

2,521,206

9,794,736

TOTAL CONSUMER STAPLES

58,400,023

ENERGY - 8.2%

Energy Equipment & Services - 2.8%

Diamond Offshore Drilling, Inc.

155,700

14,693,409

National Oilwell Varco, Inc. (a)

211,589

19,984,581

Transocean, Inc. (a)

158,600

15,580,864

50,258,854

Oil, Gas & Consumable Fuels - 5.4%

Cabot Oil & Gas Corp.

220,400

8,595,600

Canadian Natural Resources Ltd.

105,300

6,999,651

Chesapeake Energy Corp.

55,800

1,945,188

CONSOL Energy, Inc.

110,700

5,378,913

EOG Resources, Inc.

67,900

5,221,510

Noble Energy, Inc.

67,900

4,297,391

Peabody Energy Corp.

96,300

5,204,052

Plains Exploration & Production Co. (a)

193,400

10,234,728

Range Resources Corp.

113,022

4,378,472

Spectra Energy Corp.

1,733

46,150

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Teekay Shipping Corp.

142,050

$ 8,645,163

Valero Energy Corp.

484,861

36,180,324

97,127,142

TOTAL ENERGY

147,385,996

FINANCIALS - 23.4%

Capital Markets - 1.8%

Ares Capital Corp.

126,600

2,345,898

Bank of New York Co., Inc.

73,500

2,981,160

Franklin Resources, Inc.

17,600

2,389,024

Janus Capital Group, Inc.

96,800

2,679,424

Merrill Lynch & Co., Inc.

74,500

6,908,385

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

277,700

7,039,695

Morgan Stanley

95,700

8,138,328

32,481,914

Commercial Banks - 1.4%

Cathay General Bancorp

61,246

2,075,014

Commerce Bancorp, Inc.

72,400

2,499,248

East West Bancorp, Inc.

100,131

4,059,311

Hanmi Financial Corp.

150,600

2,630,982

PNC Financial Services Group, Inc.

32,700

2,413,260

UCBH Holdings, Inc.

125,600

2,337,416

Wachovia Corp.

91,809

4,975,130

Wells Fargo & Co.

115,900

4,182,831

25,173,192

Consumer Finance - 0.1%

Advance America Cash Advance Centers, Inc.

98,400

1,736,760

Diversified Financial Services - 3.3%

Bank of America Corp.

275,614

13,976,386

Citigroup, Inc.

350,400

19,093,296

JPMorgan Chase & Co.

490,904

25,443,554

58,513,236

Insurance - 3.9%

AFLAC, Inc.

73,100

3,864,066

American International Group, Inc.

195,200

14,120,768

Aspen Insurance Holdings Ltd.

365,018

9,899,288

Axis Capital Holdings Ltd.

218,795

8,657,718

Endurance Specialty Holdings Ltd.

213,995

8,523,421

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

Everest Re Group Ltd.

16,500

$ 1,769,295

Hartford Financial Services Group, Inc.

37,600

3,879,192

MetLife, Inc.

49,500

3,366,000

Platinum Underwriters Holdings Ltd.

290,666

10,010,537

Prudential Financial, Inc.

42,500

4,335,850

Universal American Financial Corp. (a)

101,900

2,163,337

70,589,472

Real Estate Investment Trusts - 11.8%

Alexandria Real Estate Equities, Inc.

66,800

7,027,360

American Financial Realty Trust (SBI)

215,500

2,430,840

AvalonBay Communities, Inc.

46,560

6,070,958

Boston Properties, Inc.

60,314

6,977,124

BRE Properties, Inc. Class A

112,400

7,105,928

British Land Co. PLC

22,800

653,234

Capital Lease Funding, Inc.

47,300

528,341

CBL & Associates Properties, Inc.

44,555

1,828,537

Corporate Office Properties Trust (SBI)

187,900

8,464,895

DCT Industrial Trust, Inc.

278,351

3,075,779

Developers Diversified Realty Corp.

165,500

10,203,075

Duke Realty LP

164,370

6,594,524

Equity Lifestyle Properties, Inc.

33,660

1,833,124

Equity One, Inc.

16,900

495,170

Equity Residential (SBI)

165,580

8,389,939

General Growth Properties, Inc.

282,125

16,656,660

GMH Communities Trust

107,200

1,089,152

Health Care Property Investors, Inc.

119,500

3,904,065

Healthcare Realty Trust, Inc.

79,100

2,592,107

Hersha Hospitality Trust

80,500

977,270

Highwoods Properties, Inc. (SBI)

101,800

4,462,912

Home Properties, Inc.

93,100

5,362,560

HomeBanc Mortgage Corp., Georgia

139,500

284,580

Host Hotels & Resorts, Inc.

302,645

7,723,500

Inland Real Estate Corp.

222,000

3,996,000

Kilroy Realty Corp.

65,100

4,838,232

Kimco Realty Corp.

103,938

4,811,290

Mission West Properties, Inc.

74,300

1,052,831

Plum Creek Timber Co., Inc.

16,200

677,160

Potlatch Corp.

49,530

2,168,423

ProLogis Trust

169,565

10,964,073

Public Storage, Inc.

115,536

10,340,472

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

Rayonier, Inc.

52,520

$ 2,361,299

Simon Property Group, Inc.

111,310

12,019,254

SL Green Realty Corp.

31,700

4,440,536

Strategic Hotel & Resorts, Inc.

193,700

4,517,084

Tanger Factory Outlet Centers, Inc.

126,300

5,298,285

Taubman Centers, Inc.

22,100

1,215,942

UDR, Inc.

416,040

12,630,974

Unibail (Reg.)

2,100

602,599

Ventas, Inc.

78,950

3,344,322

Vornado Realty Trust

111,850

13,534,969

213,545,379

Real Estate Management & Development - 0.2%

Brookfield Properties Corp.

27,200

714,272

Mitsubishi Estate Co. Ltd.

101,000

3,103,607

Thomas Properties Group, Inc.

28,500

479,655

4,297,534

Thrifts & Mortgage Finance - 0.9%

Countrywide Financial Corp.

45,600

1,775,664

Fannie Mae

58,100

3,713,752

Hudson City Bancorp, Inc.

192,300

2,536,437

New York Community Bancorp, Inc.

231,600

4,048,368

Radian Group, Inc.

72,100

4,462,990

16,537,211

TOTAL FINANCIALS

422,874,698

HEALTH CARE - 3.1%

Biotechnology - 0.1%

Amgen, Inc. (a)

24,700

1,391,351

Health Care Equipment & Supplies - 0.7%

Becton, Dickinson & Co.

72,400

5,520,500

C.R. Bard, Inc.

62,700

5,292,507

Varian Medical Systems, Inc. (a)

58,974

2,376,652

13,189,659

Health Care Providers & Services - 0.6%

Acibadem Saglik Hizmetleri AS

57,847

742,022

Brookdale Senior Living, Inc.

132,580

6,259,102

Bumrungrad Hospital PCL (For. Reg.)

346,100

464,463

Capital Senior Living Corp. (a)

27,600

306,912

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

DaVita, Inc. (a)

54,000

$ 2,982,420

Henry Schein, Inc. (a)

800

42,824

Sun Healthcare Group, Inc. (a)

44,700

639,210

11,436,953

Health Care Technology - 0.2%

Cerner Corp. (a)

50,000

2,840,500

Pharmaceuticals - 1.5%

Merck & Co., Inc.

250,800

13,154,460

MGI Pharma, Inc. (a)

114,300

2,443,734

Pfizer, Inc.

295,000

8,109,550

Wyeth

44,400

2,568,096

26,275,840

TOTAL HEALTH CARE

55,134,303

INDUSTRIALS - 4.8%

Aerospace & Defense - 1.3%

General Dynamics Corp.

41,900

3,362,056

Honeywell International, Inc.

114,900

6,653,859

Precision Castparts Corp.

24,500

2,929,220

United Technologies Corp.

158,000

11,146,900

24,092,035

Air Freight & Logistics - 0.2%

United Parcel Service, Inc. Class B

39,100

2,814,027

Building Products - 0.2%

Masco Corp.

82,100

2,480,241

Commercial Services & Supplies - 0.3%

Allied Waste Industries, Inc.

135,900

1,829,214

The Brink's Co.

13,100

863,683

The Geo Group, Inc. (a)

28,450

1,550,525

Waste Management, Inc.

46,300

1,790,421

6,033,843

Construction & Engineering - 0.8%

Fluor Corp.

91,335

9,507,974

Shaw Group, Inc. (a)

137,700

5,571,342

15,079,316

Electrical Equipment - 0.1%

Cooper Industries Ltd. Class A

30,500

1,634,190

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Industrial Conglomerates - 0.3%

Tyco International Ltd.

129,000

$ 4,303,440

Machinery - 1.0%

Dover Corp.

32,300

1,616,615

Flowserve Corp.

57,606

3,998,432

Oshkosh Truck Co.

42,300

2,609,487

SPX Corp.

115,400

10,140,198

18,364,732

Road & Rail - 0.6%

Con-way, Inc.

77,600

4,399,920

Kansas City Southern

1,803

74,013

Landstar System, Inc.

39,600

1,926,936

Union Pacific Corp.

37,100

4,477,228

10,878,097

TOTAL INDUSTRIALS

85,679,921

INFORMATION TECHNOLOGY - 8.7%

Communications Equipment - 0.7%

Alcatel-Lucent SA sponsored ADR

124,200

1,704,024

Avocent Corp. (a)

30,500

854,915

Comverse Technology, Inc. (a)

87,300

2,000,916

Motorola, Inc.

180,000

3,274,200

Nokia Corp. sponsored ADR

163,900

4,487,582

12,321,637

Computers & Peripherals - 1.4%

Dell, Inc. (a)

109,700

2,947,639

Diebold, Inc.

54,300

2,692,194

Hewlett-Packard Co.

118,200

5,402,922

Intermec, Inc. (a)

144,900

3,564,540

International Business Machines Corp.

66,300

7,067,580

NCR Corp. (a)

51,100

2,742,537

Sun Microsystems, Inc. (a)

141,900

723,690

25,141,102

Electronic Equipment & Instruments - 1.5%

Agilent Technologies, Inc. (a)

74,300

2,836,031

Amphenol Corp. Class A

235,000

8,408,300

Arrow Electronics, Inc. (a)

106,200

4,359,510

Avnet, Inc. (a)

103,000

4,412,520

Flextronics International Ltd. (a)

279,200

3,224,760

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Ingram Micro, Inc. Class A (a)

87,000

$ 1,802,640

Molex, Inc.

82,300

2,447,602

27,491,363

Internet Software & Services - 0.4%

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

8,100

4,031,775

VeriSign, Inc. (a)

128,100

3,821,223

7,852,998

IT Services - 0.3%

Mastercard, Inc. Class A

30,700

4,591,185

Semiconductors & Semiconductor Equipment - 3.5%

Advanced Micro Devices, Inc. (a)

182,600

2,605,702

Analog Devices, Inc.

49,300

1,785,153

Applied Materials, Inc.

195,400

3,732,140

ASML Holding NV (NY Shares) (a)

145,700

3,754,689

Atmel Corp. (a)

428,900

2,397,551

Axcelis Technologies, Inc. (a)

219,100

1,408,813

Broadcom Corp. Class A (a)

75,800

2,316,448

Cypress Semiconductor Corp. (a)

78,300

1,681,101

Fairchild Semiconductor International, Inc. (a)

131,500

2,422,230

FormFactor, Inc. (a)

72,500

2,884,050

Hittite Microwave Corp. (a)

38,800

1,577,220

Integrated Device Technology, Inc. (a)

268,529

4,030,620

Intel Corp.

158,100

3,505,077

Intersil Corp. Class A

78,700

2,368,870

Lam Research Corp. (a)

49,700

2,666,902

Linear Technology Corp.

70,400

2,526,656

Maxim Integrated Products, Inc.

87,200

2,681,400

Microchip Technology, Inc.

45,700

1,854,506

National Semiconductor Corp.

163,900

4,412,188

ON Semiconductor Corp. (a)

453,300

4,868,442

Saifun Semiconductors Ltd. (a)

140,100

1,490,664

Silicon Motion Technology Corp. sponsored ADR (a)

94,100

2,176,533

Volterra Semiconductor Corp. (a)

212,163

3,335,202

62,482,157

Software - 0.9%

Business Objects SA sponsored ADR (a)

64,495

2,651,389

Microsoft Corp.

135,200

4,146,584

Nintendo Co. Ltd.

7,900

2,758,680

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Symantec Corp. (a)

129,800

$ 2,594,702

Ubisoft Entertainment SA (a)

92,304

4,628,921

16,780,276

TOTAL INFORMATION TECHNOLOGY

156,660,718

MATERIALS - 1.4%

Chemicals - 0.6%

Agrium, Inc.

65,300

2,518,701

Arkema (a)

27,400

1,795,844

Celanese Corp. Class A

61,400

2,234,346

Monsanto Co.

59,900

3,689,840

10,238,731

Metals & Mining - 0.7%

Alcoa, Inc.

110,600

4,565,568

Titanium Metals Corp.

262,800

9,092,880

13,658,448

Paper & Forest Products - 0.1%

Neenah Paper, Inc.

46,175

2,022,465

TOTAL MATERIALS

25,919,644

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 2.5%

AT&T, Inc.

639,915

26,454,086

CenturyTel, Inc.

48,689

2,406,210

Level 3 Communications, Inc. (a)

287,274

1,671,935

Verizon Communications, Inc.

315,000

13,711,950

44,244,181

Wireless Telecommunication Services - 0.6%

America Movil SA de CV Series L sponsored ADR

37,600

2,276,680

Bharti Airtel Ltd. (a)

41,763

899,674

Cellcom Israel Ltd.

20,700

513,360

MTN Group Ltd.

107,100

1,471,121

NII Holdings, Inc. (a)

11,200

912,464

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Partner Communications Co. Ltd. ADR (e)

31,818

$ 540,270

Sprint Nextel Corp.

208,200

4,757,370

11,370,939

TOTAL TELECOMMUNICATION SERVICES

55,615,120

UTILITIES - 2.5%

Electric Utilities - 1.0%

Entergy Corp.

41,300

4,662,770

Exelon Corp.

56,200

4,383,600

PPL Corp.

192,811

8,861,594

17,907,964

Independent Power Producers & Energy Traders - 1.1%

AES Corp. (a)

377,300

8,953,329

Constellation Energy Group, Inc.

105,500

9,681,735

Mirant Corp. (a)

38,500

1,786,400

20,421,464

Multi-Utilities - 0.4%

CMS Energy Corp.

270,700

4,940,275

Public Service Enterprise Group, Inc.

23,500

2,090,090

7,030,365

TOTAL UTILITIES

45,359,793

TOTAL COMMON STOCKS

(Cost $932,092,962)

1,142,104,619

Preferred Stocks - 15.3%

Convertible Preferred Stocks - 4.0%

CONSUMER DISCRETIONARY - 0.1%

Automobiles - 0.1%

General Motors Corp. Series C, 6.25%

98,500

2,262,545

Hotels, Restaurants & Leisure - 0.0%

Six Flags, Inc. 7.25% PIERS

2,100

50,138

Media - 0.0%

Emmis Communications Corp. Series A, 6.25%

10,100

478,336

TOTAL CONSUMER DISCRETIONARY

2,791,019

Preferred Stocks - continued

Shares

Value

Convertible Preferred Stocks - continued

ENERGY - 1.1%

Oil, Gas & Consumable Fuels - 1.1%

Chesapeake Energy Corp.:

4.50%

20,500

$ 2,080,750

5.00% (a)

7,500

1,107,188

6.25%

8,000

2,285,280

El Paso Corp. 4.99%

10,000

14,527,447

20,000,665

FINANCIALS - 0.2%

Diversified Financial Services - 0.1%

Carriage Services Capital Trust 7.00% TIDES

45,000

1,957,500

Real Estate Investment Trusts - 0.1%

HRPT Properties Trust 6.50%

40,000

998,760

TOTAL FINANCIALS

2,956,260

INDUSTRIALS - 0.2%

Road & Rail - 0.2%

Kansas City Southern:

4.25%

1,370

1,756,979

5.125%

1,000

1,544,200

3,301,179

MATERIALS - 1.0%

Chemicals - 0.7%

Celanese Corp. 4.25%

252,600

11,963,136

Containers & Packaging - 0.1%

Owens-Illinois, Inc. 4.75%

63,510

2,619,788

Metals & Mining - 0.2%

Freeport-McMoRan Copper & Gold, Inc. 5.50%

2,550

4,438,989

TOTAL MATERIALS

19,021,913

UTILITIES - 1.4%

Electric Utilities - 0.5%

AES Trust VII 6.00%

180,700

8,977,176

Preferred Stocks - continued

Shares

Value

Convertible Preferred Stocks - continued

UTILITIES - continued

Independent Power Producers & Energy Traders - 0.5%

NRG Energy, Inc.:

4.00% (f)

3,900

$ 8,861,970

Series A, 5.75%

1,000

382,960

9,244,930

Multi-Utilities - 0.4%

CMS Energy Corp. 4.50%

66,000

6,279,900

TOTAL UTILITIES

24,502,006

TOTAL CONVERTIBLE PREFERRED STOCKS

72,573,042

Nonconvertible Preferred Stocks - 11.3%

CONSUMER DISCRETIONARY - 0.1%

Household Durables - 0.0%

Hovnanian Enterprises, Inc. Series A, 7.625%

40,000

984,000

Media - 0.1%

CBS Corp. 6.75%

40,000

991,200

TOTAL CONSUMER DISCRETIONARY

1,975,200

CONSUMER STAPLES - 0.1%

Food Products - 0.1%

H.J. Heinz Finance Co. 6.226%

10

1,020,000

ENERGY - 0.2%

Oil, Gas & Consumable Fuels - 0.2%

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

29,375

2,930,156

Devon Energy Corp. 6.49%

13,750

1,379,125

4,309,281

FINANCIALS - 8.1%

Capital Markets - 1.5%

Bear Stearns Companies, Inc.:

Series E, 6.155%

15,000

756,000

Series G, 5.49%

15,000

750,000

Deutsche Bank Contingent Capital Trust II 6.55%

80,000

2,025,600

Goldman Sachs Group, Inc.:

Series A, 3.9106%

120,000

3,079,200

Series B, 6.20%

100,000

2,575,000

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Capital Markets - continued

Goldman Sachs Group, Inc.: - continued

Series C, 4.9931%

40,000

$ 1,048,800

Series D

160,000

4,155,200

Lehman Brothers Holdings, Inc.:

(depositary shares) Series F, 6.50%

169,015

4,314,953

Series D, 5.67%

34,900

1,708,355

Merrill Lynch & Co., Inc.:

Series 5, 5.86%

80,000

2,019,200

Series H, 3.97%

120,000

3,049,200

Morgan Stanley Capital Trust IV 6.60%

80,000

2,008,800

27,490,308

Commercial Banks - 1.5%

ABN AMRO Capital Funding Trust V 5.90%

20,000

466,600

ABN Amro Capital Funding Trust VII 6.08%

40,400

971,620

Barclays Bank PLC Series 2, 6.625%

40,000

1,034,000

BNY Capital V 5.95%

115,000

2,745,050

First Tennessee Bank NA, Memphis 3.90% (f)

5,000

5,125,000

Keycorp Capital IX 6.75%

40,000

1,006,400

Royal Bank of Scotland Group PLC Series R, 6.125%

40,000

998,800

Santander Finance Preferred SA Unipersonal (f)

40,000

946,000

Santander Finance Preferred SA Unipersonal:

6.41%

69,400

1,738,470

6.50% (f)

40,000

984,000

6.80% (f)

160,000

4,000,000

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

40,000

1,053,600

USB Capital XII 6.30%

80,000

1,952,000

Wachovia Capital Trust IX 6.375%

120,000

2,964,000

25,985,540

Consumer Finance - 0.2%

Ford Motor Credit Co. LLC 7.375%

40,000

866,000

HSBC USA, Inc.:

Series G, 4.9175%

80,000

2,120,000

Series H, 6.50%

40,000

1,056,400

SLM Corp. 4.07%

1,200

104,400

4,146,800

Diversified Financial Services - 1.0%

Bank of America Corp.:

Series D

20,000

519,800

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Diversified Financial Services - continued

Bank of America Corp.: - continued

Series E

40,000

$ 1,019,200

CIT Group, Inc. Series B, 5.189%

15,000

1,479,000

Citigroup Capital XVI Series C, 6.45%

120,000

3,012,000

Citigroup Capital XVII 6.35%

80,000

1,992,000

Deutsche Bank Capital Funding Trust VIII 6.375%

140,000

3,514,000

General Electric Capital Corp. 6.05%

80,000

1,963,200

Merrill Lynch Capital Trust II 6.45%

200,000

4,900,000

18,399,200

Insurance - 0.2%

American International Group, Inc. 6.45%

80,000

2,000,000

MetLife, Inc. Series A, 4.39%

40,000

1,041,200

3,041,200

Real Estate Investment Trusts - 0.6%

Apartment Investment & Management Co. Series V, 8.00%

79,000

2,012,920

Duke Realty LP (depositary shares) Series K, 6.50%

95,800

2,394,042

Hospitality Properties Trust Series C, 7.00%

100,000

2,460,000

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

20,000

535,200

Public Storage, Inc. Series M, 6.625%

80,000

1,971,200

Vornado Realty Trust Series E, 7.00%

40,000

1,017,200

10,390,562

Thrifts & Mortgage Finance - 3.1%

Countrywide Capital V 7.00%

80,000

1,990,400

Fannie Mae:

5.10%

27,562

1,219,619

7.00%

42,200

2,270,782

Series H, 5.81%

71,200

3,560,000

Series I, 5.375%

5,000

243,250

Series L, 5.125%

140,900

6,602,574

Series N, 5.50%

92,650

4,525,026

Freddie Mac:

5.30%

40,000

1,890,000

5.57%

546,000

13,404,300

5.90%

40,000

1,024,000

Series F, 5.00%

58,500

2,612,025

Series H, 5.10%

10,300

462,161

Series K, 5.79%

35,200

1,742,400

Series O, 5.81%

19,500

970,125

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Freddie Mac: - continued

Series R, 5.70%

117,000

$ 5,791,500

Series S, adj. rate

10,000

528,500

Series T 6.42%

10,000

532,200

Series W, 5.66%

120,000

2,996,400

Indymac Bank F S B Pasadena Cali 8.50% (f)

80,000

2,028,000

Sovereign Bancorp, Inc. Series C, 7.30%

80,000

2,174,400

56,567,662

TOTAL FINANCIALS

146,021,272

MATERIALS - 0.1%

Chemicals - 0.1%

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

9,900

827,937

Metals & Mining - 0.0%

Alcoa, Inc. 3.75%

6,400

480,000

TOTAL MATERIALS

1,307,937

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.4%

AT&T, Inc. 6.375%

281,800

6,994,276

UTILITIES - 2.3%

Electric Utilities - 2.1%

Alabama Power Co.:

4.60%

2,000

188,500

5.20%

120,000

2,858,400

5.30%

88,600

2,090,960

5.625%

80,000

2,000,000

Baltimore Gas & Electric Co. Series 1993, 6.70% (a)

10,000

1,034,000

Duquesne Light Co. 6.50%

106,050

5,307,803

Entergy Louisiana LLC 6.95%

7,500

746,250

FPL Group Capital Trust I 5.875%

20,000

471,600

Mid-American Energy Co. 4.40%

5,000

427,500

Pacific Gas & Electric Co.:

Series A, 5.00%

16,900

383,630

Series B, 5.50%

61,900

1,473,839

Series D 5.00%

69,200

1,550,080

PPL Electric Utilities Corp. 6.25%

180,000

4,563,000

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

UTILITIES - continued

Electric Utilities - continued

Southern California Edison Co.:

4.78%

46,500

$ 1,011,375

5.349%

40,000

4,036,000

6.125%

35,000

3,535,000

Series B, 4.08%

27,271

506,968

Series C:

4.24%

94,600

1,773,750

6.00%

20,000

2,055,000

Series D, 4.32%

70,000

1,400,000

37,413,655

Independent Power Producers & Energy Traders - 0.0%

Heco Capital Trust III 6.50%

12,000

300,600

Multi-Utilities - 0.2%

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

28,705

2,648,036

San Diego Gas & Electric Co. 1.70%

67,548

1,764,692

4,412,728

TOTAL UTILITIES

42,126,983

TOTAL NONCONVERTIBLE PREFERRED STOCKS

203,754,949

TOTAL PREFERRED STOCKS

(Cost $257,748,989)

276,327,991

Preferred Securities - 0.4%

Principal Amount

FINANCIALS - 0.4%

Commercial Banks - 0.2%

PNC Preferred Funding Trust I 6.517% 12/31/49 (f)(g)

$ 3,000,000

3,102,340

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

1,000,000

1,036,743

4,139,083

Diversified Financial Services - 0.1%

Wachovia Capital Trust III 5.8% (g)

2,000,000

2,027,133

Preferred Securities - continued

Principal Amount

Value

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.1%

Washington Mutual Preferred Funding Trust I 6.534% (f)(g)

$ 2,000,000

$ 1,985,498

TOTAL PREFERRED SECURITIES

(Cost $8,000,001)

8,151,714

Money Market Funds - 6.8%

Shares

Fidelity Cash Central Fund, 5.33% (b)

117,375,018

117,375,018

Fidelity Securities Lending Cash Central Fund, 5.36% (b)(c)

5,056,580

5,056,580

TOTAL MONEY MARKET FUNDS

(Cost $122,431,598)

122,431,598

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $1,559,080,628)

1,809,899,723

NET OTHER ASSETS - (0.3)%

(6,170,343)

NET ASSETS - 100%

$ 1,803,729,380

Security Type Abbreviations

PIERS - Preferred Income Equity Redeemable Securities
TIDES - Term Income Deferred Equity Securities

Legend

(a) Non-income producing

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

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

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

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

(f) 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 $103,384,833 or 5.7% of net assets.

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 2,542,359

Fidelity Securities Lending Cash Central Fund

12,030

Total

$ 2,554,389

Other Information

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

AAA,AA,A

2.2%

BBB

1.1%

BB

3.4%

B

3.2%

CCC,CC,C

1.3%

Not Rated

3.7%

Equities

78.6%

Short-Term Investments and Net Other Assets

6.5%

100.0%

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

May 31, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $4,882,929) - See accompanying schedule:

Unaffiliated issuers (cost $1,436,649,030)

$ 1,687,468,125

Fidelity Central Funds (cost $122,431,598)

122,431,598

Total Investments (cost $1,559,080,628)

$ 1,809,899,723

Cash

49,466

Foreign currency held at value (cost $12,570)

12,493

Receivable for investments sold

5,956,598

Receivable for fund shares sold

6,251,782

Dividends receivable

1,717,317

Interest receivable

1,471,682

Distributions receivable from Fidelity Central Funds

506,596

Prepaid expenses

3,427

Other receivables

609

Total assets

1,825,869,693

Liabilities

Payable for investments purchased

$ 13,640,626

Payable for fund shares redeemed

2,082,569

Accrued management fee

814,663

Distribution fees payable

198,625

Other affiliated payables

302,245

Other payables and accrued expenses

45,005

Collateral on securities loaned, at value

5,056,580

Total liabilities

22,140,313

Net Assets

$ 1,803,729,380

Net Assets consist of:

Paid in capital

$ 1,503,897,761

Undistributed net investment income

6,028,336

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

43,004,322

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

250,798,961

Net Assets

$ 1,803,729,380

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

May 31, 2007 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($108,614,550 ÷ 7,710,901 shares)

$ 14.09

Maximum offering price per share (100/94.25 of $14.09)

$ 14.95

Class T:
Net Asset Value
and redemption price per share ($172,127,560 ÷ 12,235,750 shares)

$ 14.07

Maximum offering price per share (100/96.50 of $14.07)

$ 14.58

Class B:
Net Asset Value
and offering price per share ($33,938,863 ÷ 2,418,550 shares)A

$ 14.03

Class C:
Net Asset Value
and offering price per share ($101,181,697 ÷ 7,208,688 shares)A

$ 14.04

Strategic Dividend and Income:
Net Asset Value
, offering price and redemption price per share ($1,365,085,425 ÷ 96,594,064 shares)

$ 14.13

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($22,781,285 ÷ 1,613,458 shares)

$ 14.12

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.

Semiannual Report

Statement of Operations

Six months ended May 31, 2007 (Unaudited)

Investment Income

Dividends

$ 13,949,002

Interest

2,532,545

Income from Fidelity Central Funds

2,554,389

Total income

19,035,936

Expenses

Management fee

$ 4,303,540

Transfer agent fees

1,412,605

Distribution fees

1,019,617

Accounting and security lending fees

241,779

Custodian fees and expenses

30,059

Independent trustees' compensation

2,371

Registration fees

124,567

Audit

29,033

Legal

9,699

Miscellaneous

4,809

Total expenses before reductions

7,178,079

Expense reductions

(35,603)

7,142,476

Net investment income (loss)

11,893,460

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $13,745)

46,238,978

Foreign currency transactions

(11,905)

Total net realized gain (loss)

46,227,073

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,995)

80,261,896

Assets and liabilities in foreign currencies

(10,203)

Total change in net unrealized appreciation (depreciation)

80,251,693

Net gain (loss)

126,478,766

Net increase (decrease) in net assets resulting from operations

$ 138,372,226

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
May 31, 2007
(Unaudited)

Year ended
November 30,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 11,893,460

$ 20,961,984

Net realized gain (loss)

46,227,073

74,058,210

Change in net unrealized appreciation (depreciation)

80,251,693

71,876,495

Net increase (decrease) in net assets resulting
from operations

138,372,226

166,896,689

Distributions to shareholders from net investment income

(10,236,496)

(19,594,724)

Distributions to shareholders from net realized gain

(67,051,469)

(10,685,905)

Total distributions

(77,287,965)

(30,280,629)

Share transactions - net increase (decrease)

364,315,074

245,540,386

Total increase (decrease) in net assets

425,399,335

382,156,446

Net Assets

Beginning of period

1,378,330,045

996,173,599

End of period (including undistributed net investment income of $6,028,336 and undistributed net investment income of $4,371,372, respectively)

$ 1,803,729,380

$ 1,378,330,045

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

Semiannual Report

Financial Highlights - Class A

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.66

$ 12.18

$ 11.09

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.09

.19

.18

.16

Net realized and unrealized gain (loss)

1.09

1.61

1.10

1.04

Total from investment operations

1.18

1.80

1.28

1.20

Distributions from net investment income

(.09)

(.19)

(.19)

(.11)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.75)

(.32)

(.19)

(.11)

Net asset value, end of period

$ 14.09

$ 13.66

$ 12.18

$ 11.09

Total Return B, C, D

9.05%

15.01%

11.63%

12.01%

Ratios to Average Net Assets F, I

Expenses before reductions

1.10% A

1.14%

1.16%

1.20% A

Expenses net of fee waivers, if any

1.10% A

1.14%

1.16%

1.20% A

Expenses net of all reductions

1.10% A

1.14%

1.13%

1.17% A

Net investment income (loss)

1.37% A

1.52%

1.60%

1.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 108,615

$ 70,083

$ 38,886

$ 21,985

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Class T

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.64

$ 12.17

$ 11.08

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.08

.17

.16

.13

Net realized and unrealized gain (loss)

1.08

1.59

1.09

1.04

Total from investment operations

1.16

1.76

1.25

1.17

Distributions from net investment income

(.07)

(.16)

(.16)

(.09)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.73)

(.29)

(.16)

(.09)

Net asset value, end of period

$ 14.07

$ 13.64

$ 12.17

$ 11.08

Total Return B, C, D

8.95%

14.70%

11.43%

11.75%

Ratios to Average Net Assets F, I

Expenses before reductions

1.32% A

1.35%

1.38%

1.45% A

Expenses net of fee waivers, if any

1.32% A

1.35%

1.38%

1.45% A

Expenses net of all reductions

1.32% A

1.35%

1.35%

1.42% A

Net investment income (loss)

1.16% A

1.31%

1.38%

1.43% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 172,128

$ 119,834

$ 79,920

$ 36,526

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Class B

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.61

$ 12.14

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.04

.09

.09

.09

Net realized and unrealized gain (loss)

1.07

1.59

1.09

1.03

Total from investment operations

1.11

1.68

1.18

1.12

Distributions from net investment income

(.03)

(.08)

(.10)

(.06)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.69)

(.21)

(.10)

(.06)

Net asset value, end of period

$ 14.03

$ 13.61

$ 12.14

$ 11.06

Total Return B, C, D

8.59%

14.05%

10.73%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.91% A

1.96%

1.96%

1.99% A

Expenses net of fee waivers, if any

1.91% A

1.96%

1.95%

1.95% A

Expenses net of all reductions

1.91% A

1.96%

1.93%

1.92% A

Net investment income (loss)

.56% A

.70%

.81%

.92% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 33,939

$ 23,992

$ 19,744

$ 13,457

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Class C

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.61

$ 12.15

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.04

.10

.10

.09

Net realized and unrealized gain (loss)

1.09

1.58

1.09

1.03

Total from investment operations

1.13

1.68

1.19

1.12

Distributions from net investment income

(.04)

(.09)

(.10)

(.06)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.70)

(.22)

(.10)

(.06)

Net asset value, end of period

$ 14.04

$ 13.61

$ 12.15

$ 11.06

Total Return B, C, D

8.69%

14.05%

10.85%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.85% A

1.89%

1.90%

1.94% A

Expenses net of fee waivers, if any

1.85% A

1.89%

1.90%

1.94% A

Expenses net of all reductions

1.85% A

1.88%

1.87%

1.92% A

Net investment income (loss)

.62% A

.78%

.86%

.93% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 101,182

$ 75,301

$ 49,713

$ 28,795

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Strategic Dividend and Income

Six months ended May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 13.70

$ 12.22

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.11

.24

.22

.19

Net realized and unrealized gain (loss)

1.08

1.60

1.11

1.04

Total from investment operations

1.19

1.84

1.33

1.23

Distributions from net investment income

(.10)

(.23)

(.22)

(.12)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.76)

(.36)

(.22)

(.12)

Net asset value, end of period

$ 14.13

$ 13.70

$ 12.22

$ 11.11

Total Return B, C

9.18%

15.33%

12.08%

12.32%

Ratios to Average Net Assets E, H

Expenses before reductions

.79% A

.80%

.82%

.90% A

Expenses net of fee waivers, if any

.79% A

.80%

.82%

.90% A

Expenses net of all reductions

.78% A

.79%

.79%

.87% A

Net investment income (loss)

1.69% A

1.87%

1.94%

1.98% A

Supplemental Data

Net assets, end of period
(000 omitted)

$ 1,365,085

$ 1,075,348

$ 798,113

$ 476,032

Portfolio turnover rate F

88% A

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 13.68

$ 12.21

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.11

.23

.22

.19

Net realized and unrealized gain (loss)

1.10

1.59

1.10

1.04

Total from investment operations

1.21

1.82

1.32

1.23

Distributions from net investment income

(.11)

(.22)

(.22)

(.12)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.77)

(.35)

(.22)

(.12)

Net asset value, end of period

$ 14.12

$ 13.68

$ 12.21

$ 11.11

Total Return B, C

9.28%

15.24%

11.98%

12.38%

Ratios to Average Net Assets E, H

Expenses before reductions

.80% A

.82%

.83%

.88% A

Expenses net of fee waivers, if any

.80% A

.82%

.83%

.88% A

Expenses net of all reductions

.79% A

.82%

.81%

.85% A

Net investment income (loss)

1.68% A

1.84%

1.93%

2.00% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 22,781

$ 13,771

$ 9,798

$ 4,973

Portfolio turnover rate F

88% A

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2007 (Unaudited)

1. Organization.

Fidelity Strategic Dividend & Income Fund (the Fund) is a fund of Fidelity Financial Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

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

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and income distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount and losses deferred due to wash sales.

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

Unrealized appreciation

$ 268,348,506

Unrealized depreciation

(19,141,932)

Net unrealized appreciation (depreciation)

$ 249,206,574

Cost for federal income tax purposes

$ 1,560,693,149

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management has concluded that the adoption of FIN 48 will not result in a material impact on the Fund's net assets, results of operations and financial statement disclosures.

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

4. Operating Policies.

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

Semiannual Report

4. Operating Policies - continued

Repurchase Agreements - continued

to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $901,935,901 and $636,940,261, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .56% of the Fund's average net assets.

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 105,811

$ 9,316

Class T

.25%

.25%

349,748

37,015

Class B

.75%

.25%

138,327

104,062

Class C

.75%

.25%

425,731

113,989

$ 1,019,617

$ 264,382

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

Retained
by FDC

Class A

$ 118,841

Class T

42,489

Class B *

18,169

Class C *

5,328

$ 184,827

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund, except for Strategic Dividend & Income shares. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Strategic Dividend & Income shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets
*

Class A

$ 101,350

.24

Class T

144,873

.21

Class B

41,868

.30

Class C

102,735

.24

Strategic Dividend and Income

1,005,927

.17

Institutional Class

15,852

.18

$ 1,412,605

* Annualized

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. FSC maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $4,159 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $1,729 and is reflected in Miscellaneous Expense 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 from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $12,030.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $7,879 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $2,450. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 2

Strategic Dividend and Income

4,362

Institutional Class

61

$ 4,425

10. Other.

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

In September 2006, a transfer agent of the Fund, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. In March 2007, FIIOC converted the relevant Class B shares to Class A shares and recorded the conversion in the books and records of the Fund. FIIOC has reimbursed the Fund for related audit and legal expenses and, beginning in June 2007, remediated affected shareholders.

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

Semiannual Report

10. Other - continued

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

On April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Fund will reorganize into Fidelity Fixed-Income Trust, effective on or about June 29, 2007. The reorganization will not impact the Fund's investment strategies or FMR's management of the Fund. All legal and other expenses associated with the reorganization will be paid by FMR.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
May 31,
2007

Year ended
November 30,
2006

From net investment income

Class A

$ 490,389

$ 755,007

Class T

680,938

1,207,524

Class B

61,475

136,347

Class C

215,479

455,492

Strategic Dividend and Income

8,667,121

16,844,509

Institutional Class

121,094

195,845

Total

$ 10,236,496

$ 19,594,724

From net realized gain

Class A

$ 3,476,044

$ 422,135

Class T

5,864,593

869,186

Class B

1,178,860

212,465

Class C

3,680,940

535,091

Strategic Dividend and Income

52,196,348

8,542,657

Institutional Class

654,684

104,371

Total

$ 67,051,469

$ 10,685,905

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
May 31,
2007

Year ended
November 30,
2006

Six months ended
May 31,
2007

Year ended
November 30,
2006

Class A

Shares sold

2,926,412

2,652,278

$ 39,489,901

$ 33,771,371

Reinvestment of distributions

252,823

74,313

3,308,909

927,356

Shares redeemed

(600,738)

(785,506)

(8,065,191)

(9,972,783)

Net increase (decrease)

2,578,497

1,941,085

$ 34,733,619

$ 24,725,944

Class T

Shares sold

3,794,386

3,093,279

$ 51,052,059

$ 39,401,358

Reinvestment of distributions

444,882

142,542

5,816,103

1,774,211

Shares redeemed

(789,975)

(1,016,565)

(10,630,944)

(12,945,160)

Net increase (decrease)

3,449,293

2,219,256

$ 46,237,218

$ 28,230,409

Class B

Shares sold

802,112

651,095

$ 10,802,487

$ 8,286,669

Reinvestment of distributions

76,573

22,168

998,646

273,978

Shares redeemed

(223,245)

(535,951)

(3,001,618)

(6,733,248)

Net increase (decrease)

655,440

137,312

$ 8,799,515

$ 1,827,399

Class C

Shares sold

1,903,967

2,077,679

$ 25,591,126

$ 26,455,087

Reinvestment of distributions

234,981

59,230

3,067,189

735,267

Shares redeemed

(462,502)

(696,643)

(6,224,306)

(8,845,742)

Net increase (decrease)

1,676,446

1,440,266

$ 22,434,009

$ 18,344,612

Strategic Dividend and Income

Shares sold

27,387,979

36,957,213

$ 369,206,245

$ 472,572,702

Reinvestment of distributions

4,149,855

1,804,449

54,456,045

22,539,587

Shares redeemed

(13,464,573)

(25,574,480)

(179,696,506)

(325,330,308)

Net increase (decrease)

18,073,261

13,187,182

$ 243,965,784

$ 169,781,981

Institutional Class

Shares sold

695,629

358,059

$ 9,370,612

$ 4,585,437

Reinvestment of distributions

24,718

10,004

324,269

124,626

Shares redeemed

(113,165)

(164,319)

(1,549,952)

(2,080,022)

Net increase (decrease)

607,182

203,744

$ 8,144,929

$ 2,630,041

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Strategic Dividend & Income Fund

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and subadvisory agreements (together, the Advisory Contracts) for the fund in connection with reorganizing the fund from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under the fund's Advisory Contracts are identical to those in the fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the fund during the past year and that it will again consider renewal of the Advisory Contracts in July 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) 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.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the fund from one Trust to another.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Write Fidelity

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

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Making Changes
To Your Account

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

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

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For Non-Retirement
Accounts

Buying shares

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

Selling shares

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

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Fidelity Investments
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100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
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1411 Chapin Avenue
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851 East Hamilton Avenue
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10100 Santa Monica Blvd.
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8 Montgomery Street
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3793 State Street
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1200 Wilshire Boulevard
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21701 Hawthorne Boulevard
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2001 North Main Street
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6300 Canoga Avenue
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Colorado

1625 Broadway
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9185 Westview Road
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Connecticut

48 West Putnam Avenue
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Delaware

400 Delaware Avenue
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4400 N. Federal Highway
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121 Alhambra Plaza
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1907 West State Road 434
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8880 Tamiami Trail, North
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3501 PGA Boulevard
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1502 N. Westshore Blvd.
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2465 State Road 7
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3445 Peachtree Road, N.E.
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1000 Abernathy Road
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Illinois

One North LaSalle Street
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875 North Michigan Ave.
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1572 East Golf Road
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3232 Lake Avenue
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Indiana

4729 East 82nd Street
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Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Semiannual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

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

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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and Account Assistance 1-800-544-6666

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for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

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(automated graphic)    Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
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www.fidelity.com

SDI-USAN-0707
1.802526.103

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor

Strategic Dividend & Income

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

Semiannual Report

May 31, 2007

(2_fidelity_logos) (Registered_Trademark)

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

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

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 (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stocks are currently on pace to register their fifth-straight year of positive returns, although gains could be trimmed if the U.S. economy continues to slow. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (December 1, 2006 to May 31, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Semiannual Report

Beginning
Account Value
December 1, 2006

Ending
Account Value
May 31, 2007

Expenses Paid
During Period
*
December 1, 2006
to May 31, 2007

Class A

Actual

$ 1,000.00

$ 1,090.50

$ 5.73

HypotheticalA

$ 1,000.00

$ 1,019.45

$ 5.54

Class T

Actual

$ 1,000.00

$ 1,089.50

$ 6.88

HypotheticalA

$ 1,000.00

$ 1,018.35

$ 6.64

Class B

Actual

$ 1,000.00

$ 1,085.90

$ 9.93

HypotheticalA

$ 1,000.00

$ 1,015.41

$ 9.60

Class C

Actual

$ 1,000.00

$ 1,086.90

$ 9.63

HypotheticalA

$ 1,000.00

$ 1,015.71

$ 9.30

Strategic Dividend and Income

Actual

$ 1,000.00

$ 1,091.80

$ 4.12

HypotheticalA

$ 1,000.00

$ 1,020.99

$ 3.98

Institutional Class

Actual

$ 1,000.00

$ 1,092.80

$ 4.17

HypotheticalA

$ 1,000.00

$ 1,020.94

$ 4.03

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

1.10%

Class T

1.32%

Class B

1.91%

Class C

1.85%

Strategic Dividend and Income

.79%

Institutional Class

.80%

Semiannual Report

Investment Changes

Top Ten Investments as of May 31, 2007

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Valero Energy Corp.

2.0

1.7

AT&T, Inc.

1.5

1.0

JPMorgan Chase & Co.

1.4

1.4

National Oilwell Varco, Inc.

1.1

1.2

Citigroup, Inc.

1.1

0.0

General Growth Properties, Inc.

0.9

1.2

Transocean, Inc.

0.9

0.0

Diamond Offshore Drilling, Inc.

0.8

0.0

El Paso Corp. 4.99%

0.8

0.9

American International Group, Inc.

0.8

1.0

11.3

Top Five Market Sectors as of May 31, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

33.1

34.2

Information Technology

14.6

14.8

Energy

12.2

13.4

Utilities

6.5

5.4

Industrials

6.4

6.6

Asset Allocation (% of fund's net assets)

As of May 31, 2007*

As of November 30, 2006**

Common Stocks 63.3%

Common Stocks 66.8%

Preferred Stocks 15.3%

Preferred Stocks 13.0%

Convertible Bonds 13.4%

Convertible Bonds 13.5%

Other Investments 1.5%

Other Investments 0.9%

Short-Term
Investments and
Net Other Assets 6.5%

Short-Term
Investments and
Net Other Assets 5.8%

* Foreign investments

8.5%

** Foreign investments

10.8%

Semiannual Report

Investments May 31, 2007 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 14.5%

Principal Amount

Value

Convertible Bonds - 13.4%

CONSUMER DISCRETIONARY - 1.0%

Automobiles - 0.1%

Ford Motor Co. 4.25% 12/15/36

$ 970,000

$ 1,118,216

Hotels, Restaurants & Leisure - 0.4%

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

5,820,000

4,104,148

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

3,300,000

3,902,250

8,006,398

Media - 0.4%

Charter Communications, Inc.:

5.875% 11/16/09 (f)

70,000

124,600

5.875% 11/16/09

4,013,000

7,143,140

7,267,740

Specialty Retail - 0.1%

Asbury Automotive Group, Inc. 3% 9/15/12 (f)

1,000,000

973,400

Eddie Bauer Holdings, Inc. 5.25% 4/1/14 (f)

1,000,000

1,256,250

2,229,650

TOTAL CONSUMER DISCRETIONARY

18,622,004

CONSUMER STAPLES - 0.0%

Food & Staples Retailing - 0.0%

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

1,520,000

817,304

ENERGY - 2.7%

Energy Equipment & Services - 1.1%

Grey Wolf, Inc. 5.2994% 4/1/24 (g)

2,300,000

3,225,980

Halliburton Co. 3.125% 7/15/23

4,260,000

8,216,475

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

1,000,000

1,048,700

Maverick Tube Corp. 1.875% 11/15/25

3,000,000

3,633,000

SESI LLC 1.5% 12/15/26 (d)(f)

3,000,000

3,243,000

19,367,155

Oil, Gas & Consumable Fuels - 1.6%

Chesapeake Energy Corp.:

2.75% 11/15/35 (f)

5,000,000

5,491,000

2.75% 11/15/35

10,200,000

11,201,640

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

McMoRan Exploration Co. 6% 7/2/08

$ 3,000,000

$ 3,567,600

Peabody Energy Corp. 4.75% 12/15/66

8,000,000

9,080,000

29,340,240

TOTAL ENERGY

48,707,395

FINANCIALS - 0.2%

Real Estate Investment Trusts - 0.2%

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

3,000,000

3,202,500

HEALTH CARE - 1.8%

Biotechnology - 0.6%

Amgen, Inc.:

0.375% 2/1/13 (f)

5,000,000

4,494,000

0.375% 2/1/13

7,000,000

6,300,000

10,794,000

Health Care Equipment & Supplies - 0.5%

Beckman Coulter, Inc. 2.5% 12/15/36 (f)

2,000,000

2,129,600

Inverness Medical Innovations, Inc. 3% 5/15/16 (f)

4,000,000

4,360,000

Medtronic, Inc. 1.625% 4/15/13

2,000,000

2,130,820

8,620,420

Life Sciences Tools & Services - 0.5%

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

1,000,000

1,239,300

Fisher Scientific International, Inc.:

2.5% 10/1/23 (f)

995,000

2,339,345

2.5% 10/1/23

2,400,000

5,642,640

Nektar Therapeutics 3.25% 9/28/12

1,000,000

915,100

10,136,385

Pharmaceuticals - 0.2%

Alpharma, Inc. 2.125% 3/15/27

3,000,000

2,966,779

TOTAL HEALTH CARE

32,517,584

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

INDUSTRIALS - 1.4%

Aerospace & Defense - 0.3%

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

$ 1,000,000

$ 1,261,570

Alliant Techsystems, Inc. 3% 8/15/24

2,680,000

3,831,354

5,092,924

Airlines - 0.2%

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

2,000,000

2,652,800

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

490,000

878,325

3,531,125

Commercial Services & Supplies - 0.1%

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

1,000,000

1,392,696

Construction & Engineering - 0.4%

Fluor Corp. 1.5% 2/15/24

2,000,000

3,749,476

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

3,000,000

4,474,032

8,223,508

Electrical Equipment - 0.2%

GrafTech International Ltd. 1.625% 1/15/24

2,720,000

2,903,600

Machinery - 0.2%

Greenbrier Companies, Inc.:

2.375% 5/15/26 (f)

1,000,000

920,593

2.375% 5/15/26

2,000,000

1,841,187

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

1,000,000

1,170,040

3,931,820

TOTAL INDUSTRIALS

25,075,673

INFORMATION TECHNOLOGY - 5.9%

Communications Equipment - 1.0%

Ciena Corp. 0.25% 5/1/13

1,560,000

1,579,800

Finisar Corp. 2.5% 10/15/10

6,920,000

8,719,200

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

5,000,000

4,009,500

L-3 Communications Corp. 3% 8/1/35

2,000,000

2,227,500

Symmetricom, Inc. 3.25% 6/15/25

2,000,000

1,944,200

18,480,200

Computers & Peripherals - 0.7%

EMC Corp.:

1.75% 12/1/13 (f)

1,800,000

2,193,750

1.75% 12/1/13

930,000

1,133,438

Hutchinson Technology, Inc. 3.25% 1/15/26

3,000,000

2,573,700

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

Maxtor Corp. 2.375% 8/15/12

$ 600,000

$ 794,700

SanDisk Corp. 1% 5/15/13

7,000,000

5,910,100

12,605,688

Electronic Equipment & Instruments - 1.6%

Anixter International, Inc. 1% 2/15/13 (f)

2,000,000

2,555,200

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

1,110,000

1,164,579

Flextronics International Ltd. 1% 8/1/10

8,420,000

8,103,408

Itron, Inc. 2.5% 8/1/26

10,000,000

12,208,000

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

1,000,000

866,875

Newport Corp. 2.5% 2/15/12 (f)

1,000,000

936,920

Solectron Corp. 0.5% 2/15/34

1,000,000

830,400

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

2,600,000

2,729,047

29,394,429

IT Services - 0.5%

BearingPoint, Inc. 3.1% 12/15/24 (f)

2,000,000

1,909,715

DST Systems, Inc. 4.125% 8/15/23

3,470,000

6,187,180

8,096,895

Semiconductors & Semiconductor Equipment - 1.8%

Advanced Micro Devices, Inc. 6% 5/1/15 (f)

5,000,000

4,925,000

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

2,000,000

2,380,800

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

3,000,000

2,601,600

Credence Systems Corp. 3.5% 5/15/10 (f)

2,000,000

1,835,000

EMCORE Corp. 5.5% 5/15/11

880,000

925,100

Intel Corp. 2.95% 12/15/35

6,000,000

5,547,780

ON Semiconductor Corp.:

0% 4/15/24

6,500,000

7,907,900

1.875% 12/15/25 (f)

1,250,000

2,092,375

Photronics, Inc. 2.25% 4/15/08

3,000,000

3,160,500

31,376,055

Software - 0.3%

Borland Software Corp. 2.75% 2/15/12 (f)

2,000,000

2,272,500

Cadence Design Systems, Inc. 1.5% 12/15/13 (f)

2,000,000

2,344,000

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

1,000,000

1,168,000

5,784,500

TOTAL INFORMATION TECHNOLOGY

105,737,767

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

MATERIALS - 0.1%

Chemicals - 0.1%

Pioneer Companies, Inc. 2.75% 3/1/27 (f)

$ 1,420,000

$ 1,696,900

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

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

2,000,000

2,531,900

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

2,000,000

2,465,000

4,996,900

TOTAL CONVERTIBLE BONDS

241,374,027

Nonconvertible Bonds - 1.1%

FINANCIALS - 0.8%

Capital Markets - 0.4%

Goldman Sachs Group, Inc. 5.793%

2,000,000

1,972,000

JPMorgan Chase Capital XXII 6.45% 2/2/37

3,000,000

2,916,543

Lehman Brothers Holdings, Inc.:

5.857% (g)

1,000,000

989,421

6.19% (g)

1,000,000

1,001,250

6,879,214

Commercial Banks - 0.4%

Capital One Capital IV 6.745% 2/17/37 (g)

2,000,000

1,907,220

HBOS plc 6.657% (f)(g)

5,000,000

4,900,000

Wells Fargo Capital X 5.95% 12/15/36

1,000,000

953,980

7,761,200

TOTAL FINANCIALS

14,640,414

UTILITIES - 0.3%

Multi-Utilities - 0.3%

Wisconsin Energy Corp. 6.25% 5/15/67 (g)

5,000,000

4,869,360

TOTAL NONCONVERTIBLE BONDS

19,509,774

TOTAL CORPORATE BONDS

(Cost $238,807,078)

260,883,801

Common Stocks - 63.3%

Shares

Value

CONSUMER DISCRETIONARY - 4.9%

Automobiles - 0.1%

Winnebago Industries, Inc.

78,400

$ 2,430,400

Diversified Consumer Services - 0.5%

Coinmach Service Corp. unit

156,800

2,993,312

Service Corp. International

339,000

4,739,220

Stewart Enterprises, Inc. Class A

225,800

1,747,692

9,480,224

Hotels, Restaurants & Leisure - 1.4%

Accor SA

23,500

2,185,288

Aristocrat Leisure Ltd.

229,600

2,928,206

Centerplate, Inc. unit

268,800

4,381,440

Hilton Hotels Corp.

27,700

984,735

Jollibee Food Corp.

409,500

491,400

McDonald's Corp.

105,849

5,350,667

Minor International PCL (For. Reg.)

1,212,900

416,552

Starwood Hotels & Resorts Worldwide, Inc.

65,500

4,720,585

WMS Industries, Inc. (a)

66,400

2,812,704

24,271,577

Household Durables - 1.0%

Bassett Furniture Industries, Inc.

80,957

1,161,733

Beazer Homes USA, Inc.

21,600

772,632

Black & Decker Corp.

27,900

2,634,597

KB Home

35,600

1,633,684

La-Z-Boy, Inc.

95,477

1,122,810

The Stanley Works

43,910

2,776,429

Urbi, Desarrollos Urbanos, SA de CV (a)

243,500

1,040,932

Whirlpool Corp.

56,600

6,319,390

17,462,207

Internet & Catalog Retail - 0.1%

FTD Group, Inc.

30,500

540,765

Submarino SA

15,200

645,585

1,186,350

Leisure Equipment & Products - 0.3%

Brunswick Corp.

71,900

2,475,517

Eastman Kodak Co.

111,600

2,830,176

MarineMax, Inc. (a)

18,300

380,274

5,685,967

Media - 0.8%

Charter Communications, Inc. Class A (a)

977,700

3,920,577

Getty Images, Inc. (a)

47,700

2,387,385

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Grupo Televisa SA de CV (CPO) sponsored ADR

21,500

$ 618,770

News Corp.:

Class A

86,700

1,915,203

Class B

8,400

198,492

R.H. Donnelley Corp.

49,200

3,834,648

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

41,865

1,880,576

14,755,651

Multiline Retail - 0.4%

JCPenney Co., Inc.

36,600

2,945,568

Retail Ventures, Inc. (a)

39,791

771,547

Sears Holdings Corp. (a)

16,200

2,916,324

Tuesday Morning Corp.

90,385

1,259,967

7,893,406

Specialty Retail - 0.1%

AutoZone, Inc. (a)

6,500

836,095

Circuit City Stores, Inc.

51,200

822,784

Truworths International Ltd.

78,600

458,132

2,117,011

Textiles, Apparel & Luxury Goods - 0.2%

G-III Apparel Group Ltd. (a)

83,500

1,728,450

VF Corp.

22,000

2,063,160

3,791,610

TOTAL CONSUMER DISCRETIONARY

89,074,403

CONSUMER STAPLES - 3.2%

Beverages - 0.1%

Anadolu Efes Biracilk Ve Malt Sanyii AS

11,000

455,028

Remy Cointreau SA

23,200

1,679,462

2,134,490

Food & Staples Retailing - 0.5%

Rite Aid Corp.

380,200

2,402,864

Safeway, Inc.

154,900

5,340,952

Wal-Mart de Mexico SA de CV Series V

219,926

832,235

8,576,051

Food Products - 1.4%

B&G Foods, Inc. unit

156,900

3,426,696

BioMar Holding AS

49,200

2,933,095

Bunge Ltd.

30,000

2,343,600

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - continued

Cermaq ASA (e)

143,100

$ 2,455,868

Chaoda Modern Agriculture (Holdings) Ltd.

1,024,000

889,118

Chiquita Brands International, Inc. (e)

234,337

4,297,741

Kraft Foods, Inc. Class A

70,794

2,395,669

Marine Harvest ASA (a)

2,180,000

2,414,671

Ralcorp Holdings, Inc. (a)

22,800

1,326,048

Tyson Foods, Inc. Class A

158,000

3,521,820

26,004,326

Household Products - 0.1%

Central Garden & Pet Co. (a)

108,600

1,558,410

Personal Products - 0.6%

Avon Products, Inc.

148,000

5,681,720

Playtex Products, Inc. (a)

312,100

4,650,290

10,332,010

Tobacco - 0.5%

Altria Group, Inc.

102,300

7,273,530

Japan Tobacco, Inc.

484

2,521,206

9,794,736

TOTAL CONSUMER STAPLES

58,400,023

ENERGY - 8.2%

Energy Equipment & Services - 2.8%

Diamond Offshore Drilling, Inc.

155,700

14,693,409

National Oilwell Varco, Inc. (a)

211,589

19,984,581

Transocean, Inc. (a)

158,600

15,580,864

50,258,854

Oil, Gas & Consumable Fuels - 5.4%

Cabot Oil & Gas Corp.

220,400

8,595,600

Canadian Natural Resources Ltd.

105,300

6,999,651

Chesapeake Energy Corp.

55,800

1,945,188

CONSOL Energy, Inc.

110,700

5,378,913

EOG Resources, Inc.

67,900

5,221,510

Noble Energy, Inc.

67,900

4,297,391

Peabody Energy Corp.

96,300

5,204,052

Plains Exploration & Production Co. (a)

193,400

10,234,728

Range Resources Corp.

113,022

4,378,472

Spectra Energy Corp.

1,733

46,150

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Teekay Shipping Corp.

142,050

$ 8,645,163

Valero Energy Corp.

484,861

36,180,324

97,127,142

TOTAL ENERGY

147,385,996

FINANCIALS - 23.4%

Capital Markets - 1.8%

Ares Capital Corp.

126,600

2,345,898

Bank of New York Co., Inc.

73,500

2,981,160

Franklin Resources, Inc.

17,600

2,389,024

Janus Capital Group, Inc.

96,800

2,679,424

Merrill Lynch & Co., Inc.

74,500

6,908,385

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

277,700

7,039,695

Morgan Stanley

95,700

8,138,328

32,481,914

Commercial Banks - 1.4%

Cathay General Bancorp

61,246

2,075,014

Commerce Bancorp, Inc.

72,400

2,499,248

East West Bancorp, Inc.

100,131

4,059,311

Hanmi Financial Corp.

150,600

2,630,982

PNC Financial Services Group, Inc.

32,700

2,413,260

UCBH Holdings, Inc.

125,600

2,337,416

Wachovia Corp.

91,809

4,975,130

Wells Fargo & Co.

115,900

4,182,831

25,173,192

Consumer Finance - 0.1%

Advance America Cash Advance Centers, Inc.

98,400

1,736,760

Diversified Financial Services - 3.3%

Bank of America Corp.

275,614

13,976,386

Citigroup, Inc.

350,400

19,093,296

JPMorgan Chase & Co.

490,904

25,443,554

58,513,236

Insurance - 3.9%

AFLAC, Inc.

73,100

3,864,066

American International Group, Inc.

195,200

14,120,768

Aspen Insurance Holdings Ltd.

365,018

9,899,288

Axis Capital Holdings Ltd.

218,795

8,657,718

Endurance Specialty Holdings Ltd.

213,995

8,523,421

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

Everest Re Group Ltd.

16,500

$ 1,769,295

Hartford Financial Services Group, Inc.

37,600

3,879,192

MetLife, Inc.

49,500

3,366,000

Platinum Underwriters Holdings Ltd.

290,666

10,010,537

Prudential Financial, Inc.

42,500

4,335,850

Universal American Financial Corp. (a)

101,900

2,163,337

70,589,472

Real Estate Investment Trusts - 11.8%

Alexandria Real Estate Equities, Inc.

66,800

7,027,360

American Financial Realty Trust (SBI)

215,500

2,430,840

AvalonBay Communities, Inc.

46,560

6,070,958

Boston Properties, Inc.

60,314

6,977,124

BRE Properties, Inc. Class A

112,400

7,105,928

British Land Co. PLC

22,800

653,234

Capital Lease Funding, Inc.

47,300

528,341

CBL & Associates Properties, Inc.

44,555

1,828,537

Corporate Office Properties Trust (SBI)

187,900

8,464,895

DCT Industrial Trust, Inc.

278,351

3,075,779

Developers Diversified Realty Corp.

165,500

10,203,075

Duke Realty LP

164,370

6,594,524

Equity Lifestyle Properties, Inc.

33,660

1,833,124

Equity One, Inc.

16,900

495,170

Equity Residential (SBI)

165,580

8,389,939

General Growth Properties, Inc.

282,125

16,656,660

GMH Communities Trust

107,200

1,089,152

Health Care Property Investors, Inc.

119,500

3,904,065

Healthcare Realty Trust, Inc.

79,100

2,592,107

Hersha Hospitality Trust

80,500

977,270

Highwoods Properties, Inc. (SBI)

101,800

4,462,912

Home Properties, Inc.

93,100

5,362,560

HomeBanc Mortgage Corp., Georgia

139,500

284,580

Host Hotels & Resorts, Inc.

302,645

7,723,500

Inland Real Estate Corp.

222,000

3,996,000

Kilroy Realty Corp.

65,100

4,838,232

Kimco Realty Corp.

103,938

4,811,290

Mission West Properties, Inc.

74,300

1,052,831

Plum Creek Timber Co., Inc.

16,200

677,160

Potlatch Corp.

49,530

2,168,423

ProLogis Trust

169,565

10,964,073

Public Storage, Inc.

115,536

10,340,472

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

Rayonier, Inc.

52,520

$ 2,361,299

Simon Property Group, Inc.

111,310

12,019,254

SL Green Realty Corp.

31,700

4,440,536

Strategic Hotel & Resorts, Inc.

193,700

4,517,084

Tanger Factory Outlet Centers, Inc.

126,300

5,298,285

Taubman Centers, Inc.

22,100

1,215,942

UDR, Inc.

416,040

12,630,974

Unibail (Reg.)

2,100

602,599

Ventas, Inc.

78,950

3,344,322

Vornado Realty Trust

111,850

13,534,969

213,545,379

Real Estate Management & Development - 0.2%

Brookfield Properties Corp.

27,200

714,272

Mitsubishi Estate Co. Ltd.

101,000

3,103,607

Thomas Properties Group, Inc.

28,500

479,655

4,297,534

Thrifts & Mortgage Finance - 0.9%

Countrywide Financial Corp.

45,600

1,775,664

Fannie Mae

58,100

3,713,752

Hudson City Bancorp, Inc.

192,300

2,536,437

New York Community Bancorp, Inc.

231,600

4,048,368

Radian Group, Inc.

72,100

4,462,990

16,537,211

TOTAL FINANCIALS

422,874,698

HEALTH CARE - 3.1%

Biotechnology - 0.1%

Amgen, Inc. (a)

24,700

1,391,351

Health Care Equipment & Supplies - 0.7%

Becton, Dickinson & Co.

72,400

5,520,500

C.R. Bard, Inc.

62,700

5,292,507

Varian Medical Systems, Inc. (a)

58,974

2,376,652

13,189,659

Health Care Providers & Services - 0.6%

Acibadem Saglik Hizmetleri AS

57,847

742,022

Brookdale Senior Living, Inc.

132,580

6,259,102

Bumrungrad Hospital PCL (For. Reg.)

346,100

464,463

Capital Senior Living Corp. (a)

27,600

306,912

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

DaVita, Inc. (a)

54,000

$ 2,982,420

Henry Schein, Inc. (a)

800

42,824

Sun Healthcare Group, Inc. (a)

44,700

639,210

11,436,953

Health Care Technology - 0.2%

Cerner Corp. (a)

50,000

2,840,500

Pharmaceuticals - 1.5%

Merck & Co., Inc.

250,800

13,154,460

MGI Pharma, Inc. (a)

114,300

2,443,734

Pfizer, Inc.

295,000

8,109,550

Wyeth

44,400

2,568,096

26,275,840

TOTAL HEALTH CARE

55,134,303

INDUSTRIALS - 4.8%

Aerospace & Defense - 1.3%

General Dynamics Corp.

41,900

3,362,056

Honeywell International, Inc.

114,900

6,653,859

Precision Castparts Corp.

24,500

2,929,220

United Technologies Corp.

158,000

11,146,900

24,092,035

Air Freight & Logistics - 0.2%

United Parcel Service, Inc. Class B

39,100

2,814,027

Building Products - 0.2%

Masco Corp.

82,100

2,480,241

Commercial Services & Supplies - 0.3%

Allied Waste Industries, Inc.

135,900

1,829,214

The Brink's Co.

13,100

863,683

The Geo Group, Inc. (a)

28,450

1,550,525

Waste Management, Inc.

46,300

1,790,421

6,033,843

Construction & Engineering - 0.8%

Fluor Corp.

91,335

9,507,974

Shaw Group, Inc. (a)

137,700

5,571,342

15,079,316

Electrical Equipment - 0.1%

Cooper Industries Ltd. Class A

30,500

1,634,190

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Industrial Conglomerates - 0.3%

Tyco International Ltd.

129,000

$ 4,303,440

Machinery - 1.0%

Dover Corp.

32,300

1,616,615

Flowserve Corp.

57,606

3,998,432

Oshkosh Truck Co.

42,300

2,609,487

SPX Corp.

115,400

10,140,198

18,364,732

Road & Rail - 0.6%

Con-way, Inc.

77,600

4,399,920

Kansas City Southern

1,803

74,013

Landstar System, Inc.

39,600

1,926,936

Union Pacific Corp.

37,100

4,477,228

10,878,097

TOTAL INDUSTRIALS

85,679,921

INFORMATION TECHNOLOGY - 8.7%

Communications Equipment - 0.7%

Alcatel-Lucent SA sponsored ADR

124,200

1,704,024

Avocent Corp. (a)

30,500

854,915

Comverse Technology, Inc. (a)

87,300

2,000,916

Motorola, Inc.

180,000

3,274,200

Nokia Corp. sponsored ADR

163,900

4,487,582

12,321,637

Computers & Peripherals - 1.4%

Dell, Inc. (a)

109,700

2,947,639

Diebold, Inc.

54,300

2,692,194

Hewlett-Packard Co.

118,200

5,402,922

Intermec, Inc. (a)

144,900

3,564,540

International Business Machines Corp.

66,300

7,067,580

NCR Corp. (a)

51,100

2,742,537

Sun Microsystems, Inc. (a)

141,900

723,690

25,141,102

Electronic Equipment & Instruments - 1.5%

Agilent Technologies, Inc. (a)

74,300

2,836,031

Amphenol Corp. Class A

235,000

8,408,300

Arrow Electronics, Inc. (a)

106,200

4,359,510

Avnet, Inc. (a)

103,000

4,412,520

Flextronics International Ltd. (a)

279,200

3,224,760

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Ingram Micro, Inc. Class A (a)

87,000

$ 1,802,640

Molex, Inc.

82,300

2,447,602

27,491,363

Internet Software & Services - 0.4%

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

8,100

4,031,775

VeriSign, Inc. (a)

128,100

3,821,223

7,852,998

IT Services - 0.3%

Mastercard, Inc. Class A

30,700

4,591,185

Semiconductors & Semiconductor Equipment - 3.5%

Advanced Micro Devices, Inc. (a)

182,600

2,605,702

Analog Devices, Inc.

49,300

1,785,153

Applied Materials, Inc.

195,400

3,732,140

ASML Holding NV (NY Shares) (a)

145,700

3,754,689

Atmel Corp. (a)

428,900

2,397,551

Axcelis Technologies, Inc. (a)

219,100

1,408,813

Broadcom Corp. Class A (a)

75,800

2,316,448

Cypress Semiconductor Corp. (a)

78,300

1,681,101

Fairchild Semiconductor International, Inc. (a)

131,500

2,422,230

FormFactor, Inc. (a)

72,500

2,884,050

Hittite Microwave Corp. (a)

38,800

1,577,220

Integrated Device Technology, Inc. (a)

268,529

4,030,620

Intel Corp.

158,100

3,505,077

Intersil Corp. Class A

78,700

2,368,870

Lam Research Corp. (a)

49,700

2,666,902

Linear Technology Corp.

70,400

2,526,656

Maxim Integrated Products, Inc.

87,200

2,681,400

Microchip Technology, Inc.

45,700

1,854,506

National Semiconductor Corp.

163,900

4,412,188

ON Semiconductor Corp. (a)

453,300

4,868,442

Saifun Semiconductors Ltd. (a)

140,100

1,490,664

Silicon Motion Technology Corp. sponsored ADR (a)

94,100

2,176,533

Volterra Semiconductor Corp. (a)

212,163

3,335,202

62,482,157

Software - 0.9%

Business Objects SA sponsored ADR (a)

64,495

2,651,389

Microsoft Corp.

135,200

4,146,584

Nintendo Co. Ltd.

7,900

2,758,680

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Symantec Corp. (a)

129,800

$ 2,594,702

Ubisoft Entertainment SA (a)

92,304

4,628,921

16,780,276

TOTAL INFORMATION TECHNOLOGY

156,660,718

MATERIALS - 1.4%

Chemicals - 0.6%

Agrium, Inc.

65,300

2,518,701

Arkema (a)

27,400

1,795,844

Celanese Corp. Class A

61,400

2,234,346

Monsanto Co.

59,900

3,689,840

10,238,731

Metals & Mining - 0.7%

Alcoa, Inc.

110,600

4,565,568

Titanium Metals Corp.

262,800

9,092,880

13,658,448

Paper & Forest Products - 0.1%

Neenah Paper, Inc.

46,175

2,022,465

TOTAL MATERIALS

25,919,644

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 2.5%

AT&T, Inc.

639,915

26,454,086

CenturyTel, Inc.

48,689

2,406,210

Level 3 Communications, Inc. (a)

287,274

1,671,935

Verizon Communications, Inc.

315,000

13,711,950

44,244,181

Wireless Telecommunication Services - 0.6%

America Movil SA de CV Series L sponsored ADR

37,600

2,276,680

Bharti Airtel Ltd. (a)

41,763

899,674

Cellcom Israel Ltd.

20,700

513,360

MTN Group Ltd.

107,100

1,471,121

NII Holdings, Inc. (a)

11,200

912,464

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Partner Communications Co. Ltd. ADR (e)

31,818

$ 540,270

Sprint Nextel Corp.

208,200

4,757,370

11,370,939

TOTAL TELECOMMUNICATION SERVICES

55,615,120

UTILITIES - 2.5%

Electric Utilities - 1.0%

Entergy Corp.

41,300

4,662,770

Exelon Corp.

56,200

4,383,600

PPL Corp.

192,811

8,861,594

17,907,964

Independent Power Producers & Energy Traders - 1.1%

AES Corp. (a)

377,300

8,953,329

Constellation Energy Group, Inc.

105,500

9,681,735

Mirant Corp. (a)

38,500

1,786,400

20,421,464

Multi-Utilities - 0.4%

CMS Energy Corp.

270,700

4,940,275

Public Service Enterprise Group, Inc.

23,500

2,090,090

7,030,365

TOTAL UTILITIES

45,359,793

TOTAL COMMON STOCKS

(Cost $932,092,962)

1,142,104,619

Preferred Stocks - 15.3%

Convertible Preferred Stocks - 4.0%

CONSUMER DISCRETIONARY - 0.1%

Automobiles - 0.1%

General Motors Corp. Series C, 6.25%

98,500

2,262,545

Hotels, Restaurants & Leisure - 0.0%

Six Flags, Inc. 7.25% PIERS

2,100

50,138

Media - 0.0%

Emmis Communications Corp. Series A, 6.25%

10,100

478,336

TOTAL CONSUMER DISCRETIONARY

2,791,019

Preferred Stocks - continued

Shares

Value

Convertible Preferred Stocks - continued

ENERGY - 1.1%

Oil, Gas & Consumable Fuels - 1.1%

Chesapeake Energy Corp.:

4.50%

20,500

$ 2,080,750

5.00% (a)

7,500

1,107,188

6.25%

8,000

2,285,280

El Paso Corp. 4.99%

10,000

14,527,447

20,000,665

FINANCIALS - 0.2%

Diversified Financial Services - 0.1%

Carriage Services Capital Trust 7.00% TIDES

45,000

1,957,500

Real Estate Investment Trusts - 0.1%

HRPT Properties Trust 6.50%

40,000

998,760

TOTAL FINANCIALS

2,956,260

INDUSTRIALS - 0.2%

Road & Rail - 0.2%

Kansas City Southern:

4.25%

1,370

1,756,979

5.125%

1,000

1,544,200

3,301,179

MATERIALS - 1.0%

Chemicals - 0.7%

Celanese Corp. 4.25%

252,600

11,963,136

Containers & Packaging - 0.1%

Owens-Illinois, Inc. 4.75%

63,510

2,619,788

Metals & Mining - 0.2%

Freeport-McMoRan Copper & Gold, Inc. 5.50%

2,550

4,438,989

TOTAL MATERIALS

19,021,913

UTILITIES - 1.4%

Electric Utilities - 0.5%

AES Trust VII 6.00%

180,700

8,977,176

Preferred Stocks - continued

Shares

Value

Convertible Preferred Stocks - continued

UTILITIES - continued

Independent Power Producers & Energy Traders - 0.5%

NRG Energy, Inc.:

4.00% (f)

3,900

$ 8,861,970

Series A, 5.75%

1,000

382,960

9,244,930

Multi-Utilities - 0.4%

CMS Energy Corp. 4.50%

66,000

6,279,900

TOTAL UTILITIES

24,502,006

TOTAL CONVERTIBLE PREFERRED STOCKS

72,573,042

Nonconvertible Preferred Stocks - 11.3%

CONSUMER DISCRETIONARY - 0.1%

Household Durables - 0.0%

Hovnanian Enterprises, Inc. Series A, 7.625%

40,000

984,000

Media - 0.1%

CBS Corp. 6.75%

40,000

991,200

TOTAL CONSUMER DISCRETIONARY

1,975,200

CONSUMER STAPLES - 0.1%

Food Products - 0.1%

H.J. Heinz Finance Co. 6.226%

10

1,020,000

ENERGY - 0.2%

Oil, Gas & Consumable Fuels - 0.2%

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

29,375

2,930,156

Devon Energy Corp. 6.49%

13,750

1,379,125

4,309,281

FINANCIALS - 8.1%

Capital Markets - 1.5%

Bear Stearns Companies, Inc.:

Series E, 6.155%

15,000

756,000

Series G, 5.49%

15,000

750,000

Deutsche Bank Contingent Capital Trust II 6.55%

80,000

2,025,600

Goldman Sachs Group, Inc.:

Series A, 3.9106%

120,000

3,079,200

Series B, 6.20%

100,000

2,575,000

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Capital Markets - continued

Goldman Sachs Group, Inc.: - continued

Series C, 4.9931%

40,000

$ 1,048,800

Series D

160,000

4,155,200

Lehman Brothers Holdings, Inc.:

(depositary shares) Series F, 6.50%

169,015

4,314,953

Series D, 5.67%

34,900

1,708,355

Merrill Lynch & Co., Inc.:

Series 5, 5.86%

80,000

2,019,200

Series H, 3.97%

120,000

3,049,200

Morgan Stanley Capital Trust IV 6.60%

80,000

2,008,800

27,490,308

Commercial Banks - 1.5%

ABN AMRO Capital Funding Trust V 5.90%

20,000

466,600

ABN Amro Capital Funding Trust VII 6.08%

40,400

971,620

Barclays Bank PLC Series 2, 6.625%

40,000

1,034,000

BNY Capital V 5.95%

115,000

2,745,050

First Tennessee Bank NA, Memphis 3.90% (f)

5,000

5,125,000

Keycorp Capital IX 6.75%

40,000

1,006,400

Royal Bank of Scotland Group PLC Series R, 6.125%

40,000

998,800

Santander Finance Preferred SA Unipersonal (f)

40,000

946,000

Santander Finance Preferred SA Unipersonal:

6.41%

69,400

1,738,470

6.50% (f)

40,000

984,000

6.80% (f)

160,000

4,000,000

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

40,000

1,053,600

USB Capital XII 6.30%

80,000

1,952,000

Wachovia Capital Trust IX 6.375%

120,000

2,964,000

25,985,540

Consumer Finance - 0.2%

Ford Motor Credit Co. LLC 7.375%

40,000

866,000

HSBC USA, Inc.:

Series G, 4.9175%

80,000

2,120,000

Series H, 6.50%

40,000

1,056,400

SLM Corp. 4.07%

1,200

104,400

4,146,800

Diversified Financial Services - 1.0%

Bank of America Corp.:

Series D

20,000

519,800

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Diversified Financial Services - continued

Bank of America Corp.: - continued

Series E

40,000

$ 1,019,200

CIT Group, Inc. Series B, 5.189%

15,000

1,479,000

Citigroup Capital XVI Series C, 6.45%

120,000

3,012,000

Citigroup Capital XVII 6.35%

80,000

1,992,000

Deutsche Bank Capital Funding Trust VIII 6.375%

140,000

3,514,000

General Electric Capital Corp. 6.05%

80,000

1,963,200

Merrill Lynch Capital Trust II 6.45%

200,000

4,900,000

18,399,200

Insurance - 0.2%

American International Group, Inc. 6.45%

80,000

2,000,000

MetLife, Inc. Series A, 4.39%

40,000

1,041,200

3,041,200

Real Estate Investment Trusts - 0.6%

Apartment Investment & Management Co. Series V, 8.00%

79,000

2,012,920

Duke Realty LP (depositary shares) Series K, 6.50%

95,800

2,394,042

Hospitality Properties Trust Series C, 7.00%

100,000

2,460,000

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

20,000

535,200

Public Storage, Inc. Series M, 6.625%

80,000

1,971,200

Vornado Realty Trust Series E, 7.00%

40,000

1,017,200

10,390,562

Thrifts & Mortgage Finance - 3.1%

Countrywide Capital V 7.00%

80,000

1,990,400

Fannie Mae:

5.10%

27,562

1,219,619

7.00%

42,200

2,270,782

Series H, 5.81%

71,200

3,560,000

Series I, 5.375%

5,000

243,250

Series L, 5.125%

140,900

6,602,574

Series N, 5.50%

92,650

4,525,026

Freddie Mac:

5.30%

40,000

1,890,000

5.57%

546,000

13,404,300

5.90%

40,000

1,024,000

Series F, 5.00%

58,500

2,612,025

Series H, 5.10%

10,300

462,161

Series K, 5.79%

35,200

1,742,400

Series O, 5.81%

19,500

970,125

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Freddie Mac: - continued

Series R, 5.70%

117,000

$ 5,791,500

Series S, adj. rate

10,000

528,500

Series T 6.42%

10,000

532,200

Series W, 5.66%

120,000

2,996,400

Indymac Bank F S B Pasadena Cali 8.50% (f)

80,000

2,028,000

Sovereign Bancorp, Inc. Series C, 7.30%

80,000

2,174,400

56,567,662

TOTAL FINANCIALS

146,021,272

MATERIALS - 0.1%

Chemicals - 0.1%

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

9,900

827,937

Metals & Mining - 0.0%

Alcoa, Inc. 3.75%

6,400

480,000

TOTAL MATERIALS

1,307,937

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.4%

AT&T, Inc. 6.375%

281,800

6,994,276

UTILITIES - 2.3%

Electric Utilities - 2.1%

Alabama Power Co.:

4.60%

2,000

188,500

5.20%

120,000

2,858,400

5.30%

88,600

2,090,960

5.625%

80,000

2,000,000

Baltimore Gas & Electric Co. Series 1993, 6.70% (a)

10,000

1,034,000

Duquesne Light Co. 6.50%

106,050

5,307,803

Entergy Louisiana LLC 6.95%

7,500

746,250

FPL Group Capital Trust I 5.875%

20,000

471,600

Mid-American Energy Co. 4.40%

5,000

427,500

Pacific Gas & Electric Co.:

Series A, 5.00%

16,900

383,630

Series B, 5.50%

61,900

1,473,839

Series D 5.00%

69,200

1,550,080

PPL Electric Utilities Corp. 6.25%

180,000

4,563,000

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

UTILITIES - continued

Electric Utilities - continued

Southern California Edison Co.:

4.78%

46,500

$ 1,011,375

5.349%

40,000

4,036,000

6.125%

35,000

3,535,000

Series B, 4.08%

27,271

506,968

Series C:

4.24%

94,600

1,773,750

6.00%

20,000

2,055,000

Series D, 4.32%

70,000

1,400,000

37,413,655

Independent Power Producers & Energy Traders - 0.0%

Heco Capital Trust III 6.50%

12,000

300,600

Multi-Utilities - 0.2%

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

28,705

2,648,036

San Diego Gas & Electric Co. 1.70%

67,548

1,764,692

4,412,728

TOTAL UTILITIES

42,126,983

TOTAL NONCONVERTIBLE PREFERRED STOCKS

203,754,949

TOTAL PREFERRED STOCKS

(Cost $257,748,989)

276,327,991

Preferred Securities - 0.4%

Principal Amount

FINANCIALS - 0.4%

Commercial Banks - 0.2%

PNC Preferred Funding Trust I 6.517% 12/31/49 (f)(g)

$ 3,000,000

3,102,340

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

1,000,000

1,036,743

4,139,083

Diversified Financial Services - 0.1%

Wachovia Capital Trust III 5.8% (g)

2,000,000

2,027,133

Preferred Securities - continued

Principal Amount

Value

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.1%

Washington Mutual Preferred Funding Trust I 6.534% (f)(g)

$ 2,000,000

$ 1,985,498

TOTAL PREFERRED SECURITIES

(Cost $8,000,001)

8,151,714

Money Market Funds - 6.8%

Shares

Fidelity Cash Central Fund, 5.33% (b)

117,375,018

117,375,018

Fidelity Securities Lending Cash Central Fund, 5.36% (b)(c)

5,056,580

5,056,580

TOTAL MONEY MARKET FUNDS

(Cost $122,431,598)

122,431,598

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $1,559,080,628)

1,809,899,723

NET OTHER ASSETS - (0.3)%

(6,170,343)

NET ASSETS - 100%

$ 1,803,729,380

Security Type Abbreviations

PIERS - Preferred Income Equity Redeemable Securities
TIDES - Term Income Deferred Equity Securities

Legend

(a) Non-income producing

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

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

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

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

(f) 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 $103,384,833 or 5.7% of net assets.

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 2,542,359

Fidelity Securities Lending Cash Central Fund

12,030

Total

$ 2,554,389

Other Information

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

AAA,AA,A

2.2%

BBB

1.1%

BB

3.4%

B

3.2%

CCC,CC,C

1.3%

Not Rated

3.7%

Equities

78.6%

Short-Term Investments and Net Other Assets

6.5%

100.0%

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

May 31, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $4,882,929) - See accompanying schedule:

Unaffiliated issuers (cost $1,436,649,030)

$ 1,687,468,125

Fidelity Central Funds (cost $122,431,598)

122,431,598

Total Investments (cost $1,559,080,628)

$ 1,809,899,723

Cash

49,466

Foreign currency held at value (cost $12,570)

12,493

Receivable for investments sold

5,956,598

Receivable for fund shares sold

6,251,782

Dividends receivable

1,717,317

Interest receivable

1,471,682

Distributions receivable from Fidelity Central Funds

506,596

Prepaid expenses

3,427

Other receivables

609

Total assets

1,825,869,693

Liabilities

Payable for investments purchased

$ 13,640,626

Payable for fund shares redeemed

2,082,569

Accrued management fee

814,663

Distribution fees payable

198,625

Other affiliated payables

302,245

Other payables and accrued expenses

45,005

Collateral on securities loaned, at value

5,056,580

Total liabilities

22,140,313

Net Assets

$ 1,803,729,380

Net Assets consist of:

Paid in capital

$ 1,503,897,761

Undistributed net investment income

6,028,336

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

43,004,322

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

250,798,961

Net Assets

$ 1,803,729,380

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

May 31, 2007 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($108,614,550 ÷ 7,710,901 shares)

$ 14.09

Maximum offering price per share (100/94.25 of $14.09)

$ 14.95

Class T:
Net Asset Value
and redemption price per share ($172,127,560 ÷ 12,235,750 shares)

$ 14.07

Maximum offering price per share (100/96.50 of $14.07)

$ 14.58

Class B:
Net Asset Value
and offering price per share ($33,938,863 ÷ 2,418,550 shares)A

$ 14.03

Class C:
Net Asset Value
and offering price per share ($101,181,697 ÷ 7,208,688 shares)A

$ 14.04

Strategic Dividend and Income:
Net Asset Value
, offering price and redemption price per share ($1,365,085,425 ÷ 96,594,064 shares)

$ 14.13

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($22,781,285 ÷ 1,613,458 shares)

$ 14.12

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.

Semiannual Report

Statement of Operations

Six months ended May 31, 2007 (Unaudited)

Investment Income

Dividends

$ 13,949,002

Interest

2,532,545

Income from Fidelity Central Funds

2,554,389

Total income

19,035,936

Expenses

Management fee

$ 4,303,540

Transfer agent fees

1,412,605

Distribution fees

1,019,617

Accounting and security lending fees

241,779

Custodian fees and expenses

30,059

Independent trustees' compensation

2,371

Registration fees

124,567

Audit

29,033

Legal

9,699

Miscellaneous

4,809

Total expenses before reductions

7,178,079

Expense reductions

(35,603)

7,142,476

Net investment income (loss)

11,893,460

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $13,745)

46,238,978

Foreign currency transactions

(11,905)

Total net realized gain (loss)

46,227,073

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,995)

80,261,896

Assets and liabilities in foreign currencies

(10,203)

Total change in net unrealized appreciation (depreciation)

80,251,693

Net gain (loss)

126,478,766

Net increase (decrease) in net assets resulting from operations

$ 138,372,226

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
May 31, 2007
(Unaudited)

Year ended
November 30,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 11,893,460

$ 20,961,984

Net realized gain (loss)

46,227,073

74,058,210

Change in net unrealized appreciation (depreciation)

80,251,693

71,876,495

Net increase (decrease) in net assets resulting
from operations

138,372,226

166,896,689

Distributions to shareholders from net investment income

(10,236,496)

(19,594,724)

Distributions to shareholders from net realized gain

(67,051,469)

(10,685,905)

Total distributions

(77,287,965)

(30,280,629)

Share transactions - net increase (decrease)

364,315,074

245,540,386

Total increase (decrease) in net assets

425,399,335

382,156,446

Net Assets

Beginning of period

1,378,330,045

996,173,599

End of period (including undistributed net investment income of $6,028,336 and undistributed net investment income of $4,371,372, respectively)

$ 1,803,729,380

$ 1,378,330,045

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

Semiannual Report

Financial Highlights - Class A

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.66

$ 12.18

$ 11.09

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.09

.19

.18

.16

Net realized and unrealized gain (loss)

1.09

1.61

1.10

1.04

Total from investment operations

1.18

1.80

1.28

1.20

Distributions from net investment income

(.09)

(.19)

(.19)

(.11)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.75)

(.32)

(.19)

(.11)

Net asset value, end of period

$ 14.09

$ 13.66

$ 12.18

$ 11.09

Total Return B, C, D

9.05%

15.01%

11.63%

12.01%

Ratios to Average Net Assets F, I

Expenses before reductions

1.10% A

1.14%

1.16%

1.20% A

Expenses net of fee waivers, if any

1.10% A

1.14%

1.16%

1.20% A

Expenses net of all reductions

1.10% A

1.14%

1.13%

1.17% A

Net investment income (loss)

1.37% A

1.52%

1.60%

1.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 108,615

$ 70,083

$ 38,886

$ 21,985

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Class T

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.64

$ 12.17

$ 11.08

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.08

.17

.16

.13

Net realized and unrealized gain (loss)

1.08

1.59

1.09

1.04

Total from investment operations

1.16

1.76

1.25

1.17

Distributions from net investment income

(.07)

(.16)

(.16)

(.09)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.73)

(.29)

(.16)

(.09)

Net asset value, end of period

$ 14.07

$ 13.64

$ 12.17

$ 11.08

Total Return B, C, D

8.95%

14.70%

11.43%

11.75%

Ratios to Average Net Assets F, I

Expenses before reductions

1.32% A

1.35%

1.38%

1.45% A

Expenses net of fee waivers, if any

1.32% A

1.35%

1.38%

1.45% A

Expenses net of all reductions

1.32% A

1.35%

1.35%

1.42% A

Net investment income (loss)

1.16% A

1.31%

1.38%

1.43% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 172,128

$ 119,834

$ 79,920

$ 36,526

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Class B

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.61

$ 12.14

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.04

.09

.09

.09

Net realized and unrealized gain (loss)

1.07

1.59

1.09

1.03

Total from investment operations

1.11

1.68

1.18

1.12

Distributions from net investment income

(.03)

(.08)

(.10)

(.06)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.69)

(.21)

(.10)

(.06)

Net asset value, end of period

$ 14.03

$ 13.61

$ 12.14

$ 11.06

Total Return B, C, D

8.59%

14.05%

10.73%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.91% A

1.96%

1.96%

1.99% A

Expenses net of fee waivers, if any

1.91% A

1.96%

1.95%

1.95% A

Expenses net of all reductions

1.91% A

1.96%

1.93%

1.92% A

Net investment income (loss)

.56% A

.70%

.81%

.92% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 33,939

$ 23,992

$ 19,744

$ 13,457

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Class C

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.61

$ 12.15

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.04

.10

.10

.09

Net realized and unrealized gain (loss)

1.09

1.58

1.09

1.03

Total from investment operations

1.13

1.68

1.19

1.12

Distributions from net investment income

(.04)

(.09)

(.10)

(.06)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.70)

(.22)

(.10)

(.06)

Net asset value, end of period

$ 14.04

$ 13.61

$ 12.15

$ 11.06

Total Return B, C, D

8.69%

14.05%

10.85%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.85% A

1.89%

1.90%

1.94% A

Expenses net of fee waivers, if any

1.85% A

1.89%

1.90%

1.94% A

Expenses net of all reductions

1.85% A

1.88%

1.87%

1.92% A

Net investment income (loss)

.62% A

.78%

.86%

.93% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 101,182

$ 75,301

$ 49,713

$ 28,795

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Strategic Dividend and Income

Six months ended May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 13.70

$ 12.22

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.11

.24

.22

.19

Net realized and unrealized gain (loss)

1.08

1.60

1.11

1.04

Total from investment operations

1.19

1.84

1.33

1.23

Distributions from net investment income

(.10)

(.23)

(.22)

(.12)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.76)

(.36)

(.22)

(.12)

Net asset value, end of period

$ 14.13

$ 13.70

$ 12.22

$ 11.11

Total Return B, C

9.18%

15.33%

12.08%

12.32%

Ratios to Average Net Assets E, H

Expenses before reductions

.79% A

.80%

.82%

.90% A

Expenses net of fee waivers, if any

.79% A

.80%

.82%

.90% A

Expenses net of all reductions

.78% A

.79%

.79%

.87% A

Net investment income (loss)

1.69% A

1.87%

1.94%

1.98% A

Supplemental Data

Net assets, end of period
(000 omitted)

$ 1,365,085

$ 1,075,348

$ 798,113

$ 476,032

Portfolio turnover rate F

88% A

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 13.68

$ 12.21

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.11

.23

.22

.19

Net realized and unrealized gain (loss)

1.10

1.59

1.10

1.04

Total from investment operations

1.21

1.82

1.32

1.23

Distributions from net investment income

(.11)

(.22)

(.22)

(.12)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.77)

(.35)

(.22)

(.12)

Net asset value, end of period

$ 14.12

$ 13.68

$ 12.21

$ 11.11

Total Return B, C

9.28%

15.24%

11.98%

12.38%

Ratios to Average Net Assets E, H

Expenses before reductions

.80% A

.82%

.83%

.88% A

Expenses net of fee waivers, if any

.80% A

.82%

.83%

.88% A

Expenses net of all reductions

.79% A

.82%

.81%

.85% A

Net investment income (loss)

1.68% A

1.84%

1.93%

2.00% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 22,781

$ 13,771

$ 9,798

$ 4,973

Portfolio turnover rate F

88% A

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2007 (Unaudited)

1. Organization.

Fidelity Strategic Dividend & Income Fund (the Fund) is a fund of Fidelity Financial Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

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

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and income distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount and losses deferred due to wash sales.

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

Unrealized appreciation

$ 268,348,506

Unrealized depreciation

(19,141,932)

Net unrealized appreciation (depreciation)

$ 249,206,574

Cost for federal income tax purposes

$ 1,560,693,149

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management has concluded that the adoption of FIN 48 will not result in a material impact on the Fund's net assets, results of operations and financial statement disclosures.

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

4. Operating Policies.

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

Semiannual Report

4. Operating Policies - continued

Repurchase Agreements - continued

to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $901,935,901 and $636,940,261, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .56% of the Fund's average net assets.

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 105,811

$ 9,316

Class T

.25%

.25%

349,748

37,015

Class B

.75%

.25%

138,327

104,062

Class C

.75%

.25%

425,731

113,989

$ 1,019,617

$ 264,382

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

Retained
by FDC

Class A

$ 118,841

Class T

42,489

Class B *

18,169

Class C *

5,328

$ 184,827

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund, except for Strategic Dividend & Income shares. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Strategic Dividend & Income shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets
*

Class A

$ 101,350

.24

Class T

144,873

.21

Class B

41,868

.30

Class C

102,735

.24

Strategic Dividend and Income

1,005,927

.17

Institutional Class

15,852

.18

$ 1,412,605

* Annualized

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. FSC maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $4,159 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $1,729 and is reflected in Miscellaneous Expense 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 from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $12,030.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $7,879 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $2,450. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 2

Strategic Dividend and Income

4,362

Institutional Class

61

$ 4,425

10. Other.

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

In September 2006, a transfer agent of the Fund, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. In March 2007, FIIOC converted the relevant Class B shares to Class A shares and recorded the conversion in the books and records of the Fund. FIIOC has reimbursed the Fund for related audit and legal expenses and, beginning in June 2007, remediated affected shareholders.

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

Semiannual Report

10. Other - continued

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

On April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Fund will reorganize into Fidelity Fixed-Income Trust, effective on or about June 29, 2007. The reorganization will not impact the Fund's investment strategies or FMR's management of the Fund. All legal and other expenses associated with the reorganization will be paid by FMR.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
May 31,
2007

Year ended
November 30,
2006

From net investment income

Class A

$ 490,389

$ 755,007

Class T

680,938

1,207,524

Class B

61,475

136,347

Class C

215,479

455,492

Strategic Dividend and Income

8,667,121

16,844,509

Institutional Class

121,094

195,845

Total

$ 10,236,496

$ 19,594,724

From net realized gain

Class A

$ 3,476,044

$ 422,135

Class T

5,864,593

869,186

Class B

1,178,860

212,465

Class C

3,680,940

535,091

Strategic Dividend and Income

52,196,348

8,542,657

Institutional Class

654,684

104,371

Total

$ 67,051,469

$ 10,685,905

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
May 31,
2007

Year ended
November 30,
2006

Six months ended
May 31,
2007

Year ended
November 30,
2006

Class A

Shares sold

2,926,412

2,652,278

$ 39,489,901

$ 33,771,371

Reinvestment of distributions

252,823

74,313

3,308,909

927,356

Shares redeemed

(600,738)

(785,506)

(8,065,191)

(9,972,783)

Net increase (decrease)

2,578,497

1,941,085

$ 34,733,619

$ 24,725,944

Class T

Shares sold

3,794,386

3,093,279

$ 51,052,059

$ 39,401,358

Reinvestment of distributions

444,882

142,542

5,816,103

1,774,211

Shares redeemed

(789,975)

(1,016,565)

(10,630,944)

(12,945,160)

Net increase (decrease)

3,449,293

2,219,256

$ 46,237,218

$ 28,230,409

Class B

Shares sold

802,112

651,095

$ 10,802,487

$ 8,286,669

Reinvestment of distributions

76,573

22,168

998,646

273,978

Shares redeemed

(223,245)

(535,951)

(3,001,618)

(6,733,248)

Net increase (decrease)

655,440

137,312

$ 8,799,515

$ 1,827,399

Class C

Shares sold

1,903,967

2,077,679

$ 25,591,126

$ 26,455,087

Reinvestment of distributions

234,981

59,230

3,067,189

735,267

Shares redeemed

(462,502)

(696,643)

(6,224,306)

(8,845,742)

Net increase (decrease)

1,676,446

1,440,266

$ 22,434,009

$ 18,344,612

Strategic Dividend and Income

Shares sold

27,387,979

36,957,213

$ 369,206,245

$ 472,572,702

Reinvestment of distributions

4,149,855

1,804,449

54,456,045

22,539,587

Shares redeemed

(13,464,573)

(25,574,480)

(179,696,506)

(325,330,308)

Net increase (decrease)

18,073,261

13,187,182

$ 243,965,784

$ 169,781,981

Institutional Class

Shares sold

695,629

358,059

$ 9,370,612

$ 4,585,437

Reinvestment of distributions

24,718

10,004

324,269

124,626

Shares redeemed

(113,165)

(164,319)

(1,549,952)

(2,080,022)

Net increase (decrease)

607,182

203,744

$ 8,144,929

$ 2,630,041

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Strategic Dividend & Income Fund

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and subadvisory agreements (together, the Advisory Contracts) for the fund in connection with reorganizing the fund from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under the fund's Advisory Contracts are identical to those in the fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the fund during the past year and that it will again consider renewal of the Advisory Contracts in July 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) 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.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the fund from one Trust to another.

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

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

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

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

ASDI-USAN-0707
1.802528.103

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor

Strategic Dividend & Income

Fund - Institutional Class

Semiannual Report

May 31, 2007

(2_fidelity_logos) (Registered_Trademark)

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

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

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 (search for "proxy voting guidleines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stocks are currently on pace to register their fifth-straight year of positive returns, although gains could be trimmed if the U.S. economy continues to slow. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual 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 (December 1, 2006 to May 31, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Semiannual Report

Beginning
Account Value
December 1, 2006

Ending
Account Value
May 31, 2007

Expenses Paid
During Period
*
December 1, 2006
to May 31, 2007

Class A

Actual

$ 1,000.00

$ 1,090.50

$ 5.73

HypotheticalA

$ 1,000.00

$ 1,019.45

$ 5.54

Class T

Actual

$ 1,000.00

$ 1,089.50

$ 6.88

HypotheticalA

$ 1,000.00

$ 1,018.35

$ 6.64

Class B

Actual

$ 1,000.00

$ 1,085.90

$ 9.93

HypotheticalA

$ 1,000.00

$ 1,015.41

$ 9.60

Class C

Actual

$ 1,000.00

$ 1,086.90

$ 9.63

HypotheticalA

$ 1,000.00

$ 1,015.71

$ 9.30

Strategic Dividend and Income

Actual

$ 1,000.00

$ 1,091.80

$ 4.12

HypotheticalA

$ 1,000.00

$ 1,020.99

$ 3.98

Institutional Class

Actual

$ 1,000.00

$ 1,092.80

$ 4.17

HypotheticalA

$ 1,000.00

$ 1,020.94

$ 4.03

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

1.10%

Class T

1.32%

Class B

1.91%

Class C

1.85%

Strategic Dividend and Income

.79%

Institutional Class

.80%

Semiannual Report

Investment Changes

Top Ten Investments as of May 31, 2007

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Valero Energy Corp.

2.0

1.7

AT&T, Inc.

1.5

1.0

JPMorgan Chase & Co.

1.4

1.4

National Oilwell Varco, Inc.

1.1

1.2

Citigroup, Inc.

1.1

0.0

General Growth Properties, Inc.

0.9

1.2

Transocean, Inc.

0.9

0.0

Diamond Offshore Drilling, Inc.

0.8

0.0

El Paso Corp. 4.99%

0.8

0.9

American International Group, Inc.

0.8

1.0

11.3

Top Five Market Sectors as of May 31, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

33.1

34.2

Information Technology

14.6

14.8

Energy

12.2

13.4

Utilities

6.5

5.4

Industrials

6.4

6.6

Asset Allocation (% of fund's net assets)

As of May 31, 2007*

As of November 30, 2006**

Common Stocks 63.3%

Common Stocks 66.8%

Preferred Stocks 15.3%

Preferred Stocks 13.0%

Convertible Bonds 13.4%

Convertible Bonds 13.5%

Other Investments 1.5%

Other Investments 0.9%

Short-Term
Investments and
Net Other Assets 6.5%

Short-Term
Investments and
Net Other Assets 5.8%

* Foreign investments

8.5%

** Foreign investments

10.8%

Semiannual Report

Investments May 31, 2007 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 14.5%

Principal Amount

Value

Convertible Bonds - 13.4%

CONSUMER DISCRETIONARY - 1.0%

Automobiles - 0.1%

Ford Motor Co. 4.25% 12/15/36

$ 970,000

$ 1,118,216

Hotels, Restaurants & Leisure - 0.4%

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

5,820,000

4,104,148

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

3,300,000

3,902,250

8,006,398

Media - 0.4%

Charter Communications, Inc.:

5.875% 11/16/09 (f)

70,000

124,600

5.875% 11/16/09

4,013,000

7,143,140

7,267,740

Specialty Retail - 0.1%

Asbury Automotive Group, Inc. 3% 9/15/12 (f)

1,000,000

973,400

Eddie Bauer Holdings, Inc. 5.25% 4/1/14 (f)

1,000,000

1,256,250

2,229,650

TOTAL CONSUMER DISCRETIONARY

18,622,004

CONSUMER STAPLES - 0.0%

Food & Staples Retailing - 0.0%

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

1,520,000

817,304

ENERGY - 2.7%

Energy Equipment & Services - 1.1%

Grey Wolf, Inc. 5.2994% 4/1/24 (g)

2,300,000

3,225,980

Halliburton Co. 3.125% 7/15/23

4,260,000

8,216,475

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

1,000,000

1,048,700

Maverick Tube Corp. 1.875% 11/15/25

3,000,000

3,633,000

SESI LLC 1.5% 12/15/26 (d)(f)

3,000,000

3,243,000

19,367,155

Oil, Gas & Consumable Fuels - 1.6%

Chesapeake Energy Corp.:

2.75% 11/15/35 (f)

5,000,000

5,491,000

2.75% 11/15/35

10,200,000

11,201,640

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

McMoRan Exploration Co. 6% 7/2/08

$ 3,000,000

$ 3,567,600

Peabody Energy Corp. 4.75% 12/15/66

8,000,000

9,080,000

29,340,240

TOTAL ENERGY

48,707,395

FINANCIALS - 0.2%

Real Estate Investment Trusts - 0.2%

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

3,000,000

3,202,500

HEALTH CARE - 1.8%

Biotechnology - 0.6%

Amgen, Inc.:

0.375% 2/1/13 (f)

5,000,000

4,494,000

0.375% 2/1/13

7,000,000

6,300,000

10,794,000

Health Care Equipment & Supplies - 0.5%

Beckman Coulter, Inc. 2.5% 12/15/36 (f)

2,000,000

2,129,600

Inverness Medical Innovations, Inc. 3% 5/15/16 (f)

4,000,000

4,360,000

Medtronic, Inc. 1.625% 4/15/13

2,000,000

2,130,820

8,620,420

Life Sciences Tools & Services - 0.5%

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

1,000,000

1,239,300

Fisher Scientific International, Inc.:

2.5% 10/1/23 (f)

995,000

2,339,345

2.5% 10/1/23

2,400,000

5,642,640

Nektar Therapeutics 3.25% 9/28/12

1,000,000

915,100

10,136,385

Pharmaceuticals - 0.2%

Alpharma, Inc. 2.125% 3/15/27

3,000,000

2,966,779

TOTAL HEALTH CARE

32,517,584

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

INDUSTRIALS - 1.4%

Aerospace & Defense - 0.3%

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

$ 1,000,000

$ 1,261,570

Alliant Techsystems, Inc. 3% 8/15/24

2,680,000

3,831,354

5,092,924

Airlines - 0.2%

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

2,000,000

2,652,800

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

490,000

878,325

3,531,125

Commercial Services & Supplies - 0.1%

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

1,000,000

1,392,696

Construction & Engineering - 0.4%

Fluor Corp. 1.5% 2/15/24

2,000,000

3,749,476

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

3,000,000

4,474,032

8,223,508

Electrical Equipment - 0.2%

GrafTech International Ltd. 1.625% 1/15/24

2,720,000

2,903,600

Machinery - 0.2%

Greenbrier Companies, Inc.:

2.375% 5/15/26 (f)

1,000,000

920,593

2.375% 5/15/26

2,000,000

1,841,187

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

1,000,000

1,170,040

3,931,820

TOTAL INDUSTRIALS

25,075,673

INFORMATION TECHNOLOGY - 5.9%

Communications Equipment - 1.0%

Ciena Corp. 0.25% 5/1/13

1,560,000

1,579,800

Finisar Corp. 2.5% 10/15/10

6,920,000

8,719,200

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

5,000,000

4,009,500

L-3 Communications Corp. 3% 8/1/35

2,000,000

2,227,500

Symmetricom, Inc. 3.25% 6/15/25

2,000,000

1,944,200

18,480,200

Computers & Peripherals - 0.7%

EMC Corp.:

1.75% 12/1/13 (f)

1,800,000

2,193,750

1.75% 12/1/13

930,000

1,133,438

Hutchinson Technology, Inc. 3.25% 1/15/26

3,000,000

2,573,700

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

Maxtor Corp. 2.375% 8/15/12

$ 600,000

$ 794,700

SanDisk Corp. 1% 5/15/13

7,000,000

5,910,100

12,605,688

Electronic Equipment & Instruments - 1.6%

Anixter International, Inc. 1% 2/15/13 (f)

2,000,000

2,555,200

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

1,110,000

1,164,579

Flextronics International Ltd. 1% 8/1/10

8,420,000

8,103,408

Itron, Inc. 2.5% 8/1/26

10,000,000

12,208,000

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

1,000,000

866,875

Newport Corp. 2.5% 2/15/12 (f)

1,000,000

936,920

Solectron Corp. 0.5% 2/15/34

1,000,000

830,400

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

2,600,000

2,729,047

29,394,429

IT Services - 0.5%

BearingPoint, Inc. 3.1% 12/15/24 (f)

2,000,000

1,909,715

DST Systems, Inc. 4.125% 8/15/23

3,470,000

6,187,180

8,096,895

Semiconductors & Semiconductor Equipment - 1.8%

Advanced Micro Devices, Inc. 6% 5/1/15 (f)

5,000,000

4,925,000

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

2,000,000

2,380,800

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

3,000,000

2,601,600

Credence Systems Corp. 3.5% 5/15/10 (f)

2,000,000

1,835,000

EMCORE Corp. 5.5% 5/15/11

880,000

925,100

Intel Corp. 2.95% 12/15/35

6,000,000

5,547,780

ON Semiconductor Corp.:

0% 4/15/24

6,500,000

7,907,900

1.875% 12/15/25 (f)

1,250,000

2,092,375

Photronics, Inc. 2.25% 4/15/08

3,000,000

3,160,500

31,376,055

Software - 0.3%

Borland Software Corp. 2.75% 2/15/12 (f)

2,000,000

2,272,500

Cadence Design Systems, Inc. 1.5% 12/15/13 (f)

2,000,000

2,344,000

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

1,000,000

1,168,000

5,784,500

TOTAL INFORMATION TECHNOLOGY

105,737,767

Corporate Bonds - continued

Principal Amount

Value

Convertible Bonds - continued

MATERIALS - 0.1%

Chemicals - 0.1%

Pioneer Companies, Inc. 2.75% 3/1/27 (f)

$ 1,420,000

$ 1,696,900

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

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

2,000,000

2,531,900

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

2,000,000

2,465,000

4,996,900

TOTAL CONVERTIBLE BONDS

241,374,027

Nonconvertible Bonds - 1.1%

FINANCIALS - 0.8%

Capital Markets - 0.4%

Goldman Sachs Group, Inc. 5.793%

2,000,000

1,972,000

JPMorgan Chase Capital XXII 6.45% 2/2/37

3,000,000

2,916,543

Lehman Brothers Holdings, Inc.:

5.857% (g)

1,000,000

989,421

6.19% (g)

1,000,000

1,001,250

6,879,214

Commercial Banks - 0.4%

Capital One Capital IV 6.745% 2/17/37 (g)

2,000,000

1,907,220

HBOS plc 6.657% (f)(g)

5,000,000

4,900,000

Wells Fargo Capital X 5.95% 12/15/36

1,000,000

953,980

7,761,200

TOTAL FINANCIALS

14,640,414

UTILITIES - 0.3%

Multi-Utilities - 0.3%

Wisconsin Energy Corp. 6.25% 5/15/67 (g)

5,000,000

4,869,360

TOTAL NONCONVERTIBLE BONDS

19,509,774

TOTAL CORPORATE BONDS

(Cost $238,807,078)

260,883,801

Common Stocks - 63.3%

Shares

Value

CONSUMER DISCRETIONARY - 4.9%

Automobiles - 0.1%

Winnebago Industries, Inc.

78,400

$ 2,430,400

Diversified Consumer Services - 0.5%

Coinmach Service Corp. unit

156,800

2,993,312

Service Corp. International

339,000

4,739,220

Stewart Enterprises, Inc. Class A

225,800

1,747,692

9,480,224

Hotels, Restaurants & Leisure - 1.4%

Accor SA

23,500

2,185,288

Aristocrat Leisure Ltd.

229,600

2,928,206

Centerplate, Inc. unit

268,800

4,381,440

Hilton Hotels Corp.

27,700

984,735

Jollibee Food Corp.

409,500

491,400

McDonald's Corp.

105,849

5,350,667

Minor International PCL (For. Reg.)

1,212,900

416,552

Starwood Hotels & Resorts Worldwide, Inc.

65,500

4,720,585

WMS Industries, Inc. (a)

66,400

2,812,704

24,271,577

Household Durables - 1.0%

Bassett Furniture Industries, Inc.

80,957

1,161,733

Beazer Homes USA, Inc.

21,600

772,632

Black & Decker Corp.

27,900

2,634,597

KB Home

35,600

1,633,684

La-Z-Boy, Inc.

95,477

1,122,810

The Stanley Works

43,910

2,776,429

Urbi, Desarrollos Urbanos, SA de CV (a)

243,500

1,040,932

Whirlpool Corp.

56,600

6,319,390

17,462,207

Internet & Catalog Retail - 0.1%

FTD Group, Inc.

30,500

540,765

Submarino SA

15,200

645,585

1,186,350

Leisure Equipment & Products - 0.3%

Brunswick Corp.

71,900

2,475,517

Eastman Kodak Co.

111,600

2,830,176

MarineMax, Inc. (a)

18,300

380,274

5,685,967

Media - 0.8%

Charter Communications, Inc. Class A (a)

977,700

3,920,577

Getty Images, Inc. (a)

47,700

2,387,385

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Grupo Televisa SA de CV (CPO) sponsored ADR

21,500

$ 618,770

News Corp.:

Class A

86,700

1,915,203

Class B

8,400

198,492

R.H. Donnelley Corp.

49,200

3,834,648

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

41,865

1,880,576

14,755,651

Multiline Retail - 0.4%

JCPenney Co., Inc.

36,600

2,945,568

Retail Ventures, Inc. (a)

39,791

771,547

Sears Holdings Corp. (a)

16,200

2,916,324

Tuesday Morning Corp.

90,385

1,259,967

7,893,406

Specialty Retail - 0.1%

AutoZone, Inc. (a)

6,500

836,095

Circuit City Stores, Inc.

51,200

822,784

Truworths International Ltd.

78,600

458,132

2,117,011

Textiles, Apparel & Luxury Goods - 0.2%

G-III Apparel Group Ltd. (a)

83,500

1,728,450

VF Corp.

22,000

2,063,160

3,791,610

TOTAL CONSUMER DISCRETIONARY

89,074,403

CONSUMER STAPLES - 3.2%

Beverages - 0.1%

Anadolu Efes Biracilk Ve Malt Sanyii AS

11,000

455,028

Remy Cointreau SA

23,200

1,679,462

2,134,490

Food & Staples Retailing - 0.5%

Rite Aid Corp.

380,200

2,402,864

Safeway, Inc.

154,900

5,340,952

Wal-Mart de Mexico SA de CV Series V

219,926

832,235

8,576,051

Food Products - 1.4%

B&G Foods, Inc. unit

156,900

3,426,696

BioMar Holding AS

49,200

2,933,095

Bunge Ltd.

30,000

2,343,600

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - continued

Cermaq ASA (e)

143,100

$ 2,455,868

Chaoda Modern Agriculture (Holdings) Ltd.

1,024,000

889,118

Chiquita Brands International, Inc. (e)

234,337

4,297,741

Kraft Foods, Inc. Class A

70,794

2,395,669

Marine Harvest ASA (a)

2,180,000

2,414,671

Ralcorp Holdings, Inc. (a)

22,800

1,326,048

Tyson Foods, Inc. Class A

158,000

3,521,820

26,004,326

Household Products - 0.1%

Central Garden & Pet Co. (a)

108,600

1,558,410

Personal Products - 0.6%

Avon Products, Inc.

148,000

5,681,720

Playtex Products, Inc. (a)

312,100

4,650,290

10,332,010

Tobacco - 0.5%

Altria Group, Inc.

102,300

7,273,530

Japan Tobacco, Inc.

484

2,521,206

9,794,736

TOTAL CONSUMER STAPLES

58,400,023

ENERGY - 8.2%

Energy Equipment & Services - 2.8%

Diamond Offshore Drilling, Inc.

155,700

14,693,409

National Oilwell Varco, Inc. (a)

211,589

19,984,581

Transocean, Inc. (a)

158,600

15,580,864

50,258,854

Oil, Gas & Consumable Fuels - 5.4%

Cabot Oil & Gas Corp.

220,400

8,595,600

Canadian Natural Resources Ltd.

105,300

6,999,651

Chesapeake Energy Corp.

55,800

1,945,188

CONSOL Energy, Inc.

110,700

5,378,913

EOG Resources, Inc.

67,900

5,221,510

Noble Energy, Inc.

67,900

4,297,391

Peabody Energy Corp.

96,300

5,204,052

Plains Exploration & Production Co. (a)

193,400

10,234,728

Range Resources Corp.

113,022

4,378,472

Spectra Energy Corp.

1,733

46,150

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Teekay Shipping Corp.

142,050

$ 8,645,163

Valero Energy Corp.

484,861

36,180,324

97,127,142

TOTAL ENERGY

147,385,996

FINANCIALS - 23.4%

Capital Markets - 1.8%

Ares Capital Corp.

126,600

2,345,898

Bank of New York Co., Inc.

73,500

2,981,160

Franklin Resources, Inc.

17,600

2,389,024

Janus Capital Group, Inc.

96,800

2,679,424

Merrill Lynch & Co., Inc.

74,500

6,908,385

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

277,700

7,039,695

Morgan Stanley

95,700

8,138,328

32,481,914

Commercial Banks - 1.4%

Cathay General Bancorp

61,246

2,075,014

Commerce Bancorp, Inc.

72,400

2,499,248

East West Bancorp, Inc.

100,131

4,059,311

Hanmi Financial Corp.

150,600

2,630,982

PNC Financial Services Group, Inc.

32,700

2,413,260

UCBH Holdings, Inc.

125,600

2,337,416

Wachovia Corp.

91,809

4,975,130

Wells Fargo & Co.

115,900

4,182,831

25,173,192

Consumer Finance - 0.1%

Advance America Cash Advance Centers, Inc.

98,400

1,736,760

Diversified Financial Services - 3.3%

Bank of America Corp.

275,614

13,976,386

Citigroup, Inc.

350,400

19,093,296

JPMorgan Chase & Co.

490,904

25,443,554

58,513,236

Insurance - 3.9%

AFLAC, Inc.

73,100

3,864,066

American International Group, Inc.

195,200

14,120,768

Aspen Insurance Holdings Ltd.

365,018

9,899,288

Axis Capital Holdings Ltd.

218,795

8,657,718

Endurance Specialty Holdings Ltd.

213,995

8,523,421

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

Everest Re Group Ltd.

16,500

$ 1,769,295

Hartford Financial Services Group, Inc.

37,600

3,879,192

MetLife, Inc.

49,500

3,366,000

Platinum Underwriters Holdings Ltd.

290,666

10,010,537

Prudential Financial, Inc.

42,500

4,335,850

Universal American Financial Corp. (a)

101,900

2,163,337

70,589,472

Real Estate Investment Trusts - 11.8%

Alexandria Real Estate Equities, Inc.

66,800

7,027,360

American Financial Realty Trust (SBI)

215,500

2,430,840

AvalonBay Communities, Inc.

46,560

6,070,958

Boston Properties, Inc.

60,314

6,977,124

BRE Properties, Inc. Class A

112,400

7,105,928

British Land Co. PLC

22,800

653,234

Capital Lease Funding, Inc.

47,300

528,341

CBL & Associates Properties, Inc.

44,555

1,828,537

Corporate Office Properties Trust (SBI)

187,900

8,464,895

DCT Industrial Trust, Inc.

278,351

3,075,779

Developers Diversified Realty Corp.

165,500

10,203,075

Duke Realty LP

164,370

6,594,524

Equity Lifestyle Properties, Inc.

33,660

1,833,124

Equity One, Inc.

16,900

495,170

Equity Residential (SBI)

165,580

8,389,939

General Growth Properties, Inc.

282,125

16,656,660

GMH Communities Trust

107,200

1,089,152

Health Care Property Investors, Inc.

119,500

3,904,065

Healthcare Realty Trust, Inc.

79,100

2,592,107

Hersha Hospitality Trust

80,500

977,270

Highwoods Properties, Inc. (SBI)

101,800

4,462,912

Home Properties, Inc.

93,100

5,362,560

HomeBanc Mortgage Corp., Georgia

139,500

284,580

Host Hotels & Resorts, Inc.

302,645

7,723,500

Inland Real Estate Corp.

222,000

3,996,000

Kilroy Realty Corp.

65,100

4,838,232

Kimco Realty Corp.

103,938

4,811,290

Mission West Properties, Inc.

74,300

1,052,831

Plum Creek Timber Co., Inc.

16,200

677,160

Potlatch Corp.

49,530

2,168,423

ProLogis Trust

169,565

10,964,073

Public Storage, Inc.

115,536

10,340,472

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

Rayonier, Inc.

52,520

$ 2,361,299

Simon Property Group, Inc.

111,310

12,019,254

SL Green Realty Corp.

31,700

4,440,536

Strategic Hotel & Resorts, Inc.

193,700

4,517,084

Tanger Factory Outlet Centers, Inc.

126,300

5,298,285

Taubman Centers, Inc.

22,100

1,215,942

UDR, Inc.

416,040

12,630,974

Unibail (Reg.)

2,100

602,599

Ventas, Inc.

78,950

3,344,322

Vornado Realty Trust

111,850

13,534,969

213,545,379

Real Estate Management & Development - 0.2%

Brookfield Properties Corp.

27,200

714,272

Mitsubishi Estate Co. Ltd.

101,000

3,103,607

Thomas Properties Group, Inc.

28,500

479,655

4,297,534

Thrifts & Mortgage Finance - 0.9%

Countrywide Financial Corp.

45,600

1,775,664

Fannie Mae

58,100

3,713,752

Hudson City Bancorp, Inc.

192,300

2,536,437

New York Community Bancorp, Inc.

231,600

4,048,368

Radian Group, Inc.

72,100

4,462,990

16,537,211

TOTAL FINANCIALS

422,874,698

HEALTH CARE - 3.1%

Biotechnology - 0.1%

Amgen, Inc. (a)

24,700

1,391,351

Health Care Equipment & Supplies - 0.7%

Becton, Dickinson & Co.

72,400

5,520,500

C.R. Bard, Inc.

62,700

5,292,507

Varian Medical Systems, Inc. (a)

58,974

2,376,652

13,189,659

Health Care Providers & Services - 0.6%

Acibadem Saglik Hizmetleri AS

57,847

742,022

Brookdale Senior Living, Inc.

132,580

6,259,102

Bumrungrad Hospital PCL (For. Reg.)

346,100

464,463

Capital Senior Living Corp. (a)

27,600

306,912

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

DaVita, Inc. (a)

54,000

$ 2,982,420

Henry Schein, Inc. (a)

800

42,824

Sun Healthcare Group, Inc. (a)

44,700

639,210

11,436,953

Health Care Technology - 0.2%

Cerner Corp. (a)

50,000

2,840,500

Pharmaceuticals - 1.5%

Merck & Co., Inc.

250,800

13,154,460

MGI Pharma, Inc. (a)

114,300

2,443,734

Pfizer, Inc.

295,000

8,109,550

Wyeth

44,400

2,568,096

26,275,840

TOTAL HEALTH CARE

55,134,303

INDUSTRIALS - 4.8%

Aerospace & Defense - 1.3%

General Dynamics Corp.

41,900

3,362,056

Honeywell International, Inc.

114,900

6,653,859

Precision Castparts Corp.

24,500

2,929,220

United Technologies Corp.

158,000

11,146,900

24,092,035

Air Freight & Logistics - 0.2%

United Parcel Service, Inc. Class B

39,100

2,814,027

Building Products - 0.2%

Masco Corp.

82,100

2,480,241

Commercial Services & Supplies - 0.3%

Allied Waste Industries, Inc.

135,900

1,829,214

The Brink's Co.

13,100

863,683

The Geo Group, Inc. (a)

28,450

1,550,525

Waste Management, Inc.

46,300

1,790,421

6,033,843

Construction & Engineering - 0.8%

Fluor Corp.

91,335

9,507,974

Shaw Group, Inc. (a)

137,700

5,571,342

15,079,316

Electrical Equipment - 0.1%

Cooper Industries Ltd. Class A

30,500

1,634,190

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Industrial Conglomerates - 0.3%

Tyco International Ltd.

129,000

$ 4,303,440

Machinery - 1.0%

Dover Corp.

32,300

1,616,615

Flowserve Corp.

57,606

3,998,432

Oshkosh Truck Co.

42,300

2,609,487

SPX Corp.

115,400

10,140,198

18,364,732

Road & Rail - 0.6%

Con-way, Inc.

77,600

4,399,920

Kansas City Southern

1,803

74,013

Landstar System, Inc.

39,600

1,926,936

Union Pacific Corp.

37,100

4,477,228

10,878,097

TOTAL INDUSTRIALS

85,679,921

INFORMATION TECHNOLOGY - 8.7%

Communications Equipment - 0.7%

Alcatel-Lucent SA sponsored ADR

124,200

1,704,024

Avocent Corp. (a)

30,500

854,915

Comverse Technology, Inc. (a)

87,300

2,000,916

Motorola, Inc.

180,000

3,274,200

Nokia Corp. sponsored ADR

163,900

4,487,582

12,321,637

Computers & Peripherals - 1.4%

Dell, Inc. (a)

109,700

2,947,639

Diebold, Inc.

54,300

2,692,194

Hewlett-Packard Co.

118,200

5,402,922

Intermec, Inc. (a)

144,900

3,564,540

International Business Machines Corp.

66,300

7,067,580

NCR Corp. (a)

51,100

2,742,537

Sun Microsystems, Inc. (a)

141,900

723,690

25,141,102

Electronic Equipment & Instruments - 1.5%

Agilent Technologies, Inc. (a)

74,300

2,836,031

Amphenol Corp. Class A

235,000

8,408,300

Arrow Electronics, Inc. (a)

106,200

4,359,510

Avnet, Inc. (a)

103,000

4,412,520

Flextronics International Ltd. (a)

279,200

3,224,760

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Ingram Micro, Inc. Class A (a)

87,000

$ 1,802,640

Molex, Inc.

82,300

2,447,602

27,491,363

Internet Software & Services - 0.4%

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

8,100

4,031,775

VeriSign, Inc. (a)

128,100

3,821,223

7,852,998

IT Services - 0.3%

Mastercard, Inc. Class A

30,700

4,591,185

Semiconductors & Semiconductor Equipment - 3.5%

Advanced Micro Devices, Inc. (a)

182,600

2,605,702

Analog Devices, Inc.

49,300

1,785,153

Applied Materials, Inc.

195,400

3,732,140

ASML Holding NV (NY Shares) (a)

145,700

3,754,689

Atmel Corp. (a)

428,900

2,397,551

Axcelis Technologies, Inc. (a)

219,100

1,408,813

Broadcom Corp. Class A (a)

75,800

2,316,448

Cypress Semiconductor Corp. (a)

78,300

1,681,101

Fairchild Semiconductor International, Inc. (a)

131,500

2,422,230

FormFactor, Inc. (a)

72,500

2,884,050

Hittite Microwave Corp. (a)

38,800

1,577,220

Integrated Device Technology, Inc. (a)

268,529

4,030,620

Intel Corp.

158,100

3,505,077

Intersil Corp. Class A

78,700

2,368,870

Lam Research Corp. (a)

49,700

2,666,902

Linear Technology Corp.

70,400

2,526,656

Maxim Integrated Products, Inc.

87,200

2,681,400

Microchip Technology, Inc.

45,700

1,854,506

National Semiconductor Corp.

163,900

4,412,188

ON Semiconductor Corp. (a)

453,300

4,868,442

Saifun Semiconductors Ltd. (a)

140,100

1,490,664

Silicon Motion Technology Corp. sponsored ADR (a)

94,100

2,176,533

Volterra Semiconductor Corp. (a)

212,163

3,335,202

62,482,157

Software - 0.9%

Business Objects SA sponsored ADR (a)

64,495

2,651,389

Microsoft Corp.

135,200

4,146,584

Nintendo Co. Ltd.

7,900

2,758,680

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Symantec Corp. (a)

129,800

$ 2,594,702

Ubisoft Entertainment SA (a)

92,304

4,628,921

16,780,276

TOTAL INFORMATION TECHNOLOGY

156,660,718

MATERIALS - 1.4%

Chemicals - 0.6%

Agrium, Inc.

65,300

2,518,701

Arkema (a)

27,400

1,795,844

Celanese Corp. Class A

61,400

2,234,346

Monsanto Co.

59,900

3,689,840

10,238,731

Metals & Mining - 0.7%

Alcoa, Inc.

110,600

4,565,568

Titanium Metals Corp.

262,800

9,092,880

13,658,448

Paper & Forest Products - 0.1%

Neenah Paper, Inc.

46,175

2,022,465

TOTAL MATERIALS

25,919,644

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 2.5%

AT&T, Inc.

639,915

26,454,086

CenturyTel, Inc.

48,689

2,406,210

Level 3 Communications, Inc. (a)

287,274

1,671,935

Verizon Communications, Inc.

315,000

13,711,950

44,244,181

Wireless Telecommunication Services - 0.6%

America Movil SA de CV Series L sponsored ADR

37,600

2,276,680

Bharti Airtel Ltd. (a)

41,763

899,674

Cellcom Israel Ltd.

20,700

513,360

MTN Group Ltd.

107,100

1,471,121

NII Holdings, Inc. (a)

11,200

912,464

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Partner Communications Co. Ltd. ADR (e)

31,818

$ 540,270

Sprint Nextel Corp.

208,200

4,757,370

11,370,939

TOTAL TELECOMMUNICATION SERVICES

55,615,120

UTILITIES - 2.5%

Electric Utilities - 1.0%

Entergy Corp.

41,300

4,662,770

Exelon Corp.

56,200

4,383,600

PPL Corp.

192,811

8,861,594

17,907,964

Independent Power Producers & Energy Traders - 1.1%

AES Corp. (a)

377,300

8,953,329

Constellation Energy Group, Inc.

105,500

9,681,735

Mirant Corp. (a)

38,500

1,786,400

20,421,464

Multi-Utilities - 0.4%

CMS Energy Corp.

270,700

4,940,275

Public Service Enterprise Group, Inc.

23,500

2,090,090

7,030,365

TOTAL UTILITIES

45,359,793

TOTAL COMMON STOCKS

(Cost $932,092,962)

1,142,104,619

Preferred Stocks - 15.3%

Convertible Preferred Stocks - 4.0%

CONSUMER DISCRETIONARY - 0.1%

Automobiles - 0.1%

General Motors Corp. Series C, 6.25%

98,500

2,262,545

Hotels, Restaurants & Leisure - 0.0%

Six Flags, Inc. 7.25% PIERS

2,100

50,138

Media - 0.0%

Emmis Communications Corp. Series A, 6.25%

10,100

478,336

TOTAL CONSUMER DISCRETIONARY

2,791,019

Preferred Stocks - continued

Shares

Value

Convertible Preferred Stocks - continued

ENERGY - 1.1%

Oil, Gas & Consumable Fuels - 1.1%

Chesapeake Energy Corp.:

4.50%

20,500

$ 2,080,750

5.00% (a)

7,500

1,107,188

6.25%

8,000

2,285,280

El Paso Corp. 4.99%

10,000

14,527,447

20,000,665

FINANCIALS - 0.2%

Diversified Financial Services - 0.1%

Carriage Services Capital Trust 7.00% TIDES

45,000

1,957,500

Real Estate Investment Trusts - 0.1%

HRPT Properties Trust 6.50%

40,000

998,760

TOTAL FINANCIALS

2,956,260

INDUSTRIALS - 0.2%

Road & Rail - 0.2%

Kansas City Southern:

4.25%

1,370

1,756,979

5.125%

1,000

1,544,200

3,301,179

MATERIALS - 1.0%

Chemicals - 0.7%

Celanese Corp. 4.25%

252,600

11,963,136

Containers & Packaging - 0.1%

Owens-Illinois, Inc. 4.75%

63,510

2,619,788

Metals & Mining - 0.2%

Freeport-McMoRan Copper & Gold, Inc. 5.50%

2,550

4,438,989

TOTAL MATERIALS

19,021,913

UTILITIES - 1.4%

Electric Utilities - 0.5%

AES Trust VII 6.00%

180,700

8,977,176

Preferred Stocks - continued

Shares

Value

Convertible Preferred Stocks - continued

UTILITIES - continued

Independent Power Producers & Energy Traders - 0.5%

NRG Energy, Inc.:

4.00% (f)

3,900

$ 8,861,970

Series A, 5.75%

1,000

382,960

9,244,930

Multi-Utilities - 0.4%

CMS Energy Corp. 4.50%

66,000

6,279,900

TOTAL UTILITIES

24,502,006

TOTAL CONVERTIBLE PREFERRED STOCKS

72,573,042

Nonconvertible Preferred Stocks - 11.3%

CONSUMER DISCRETIONARY - 0.1%

Household Durables - 0.0%

Hovnanian Enterprises, Inc. Series A, 7.625%

40,000

984,000

Media - 0.1%

CBS Corp. 6.75%

40,000

991,200

TOTAL CONSUMER DISCRETIONARY

1,975,200

CONSUMER STAPLES - 0.1%

Food Products - 0.1%

H.J. Heinz Finance Co. 6.226%

10

1,020,000

ENERGY - 0.2%

Oil, Gas & Consumable Fuels - 0.2%

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

29,375

2,930,156

Devon Energy Corp. 6.49%

13,750

1,379,125

4,309,281

FINANCIALS - 8.1%

Capital Markets - 1.5%

Bear Stearns Companies, Inc.:

Series E, 6.155%

15,000

756,000

Series G, 5.49%

15,000

750,000

Deutsche Bank Contingent Capital Trust II 6.55%

80,000

2,025,600

Goldman Sachs Group, Inc.:

Series A, 3.9106%

120,000

3,079,200

Series B, 6.20%

100,000

2,575,000

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Capital Markets - continued

Goldman Sachs Group, Inc.: - continued

Series C, 4.9931%

40,000

$ 1,048,800

Series D

160,000

4,155,200

Lehman Brothers Holdings, Inc.:

(depositary shares) Series F, 6.50%

169,015

4,314,953

Series D, 5.67%

34,900

1,708,355

Merrill Lynch & Co., Inc.:

Series 5, 5.86%

80,000

2,019,200

Series H, 3.97%

120,000

3,049,200

Morgan Stanley Capital Trust IV 6.60%

80,000

2,008,800

27,490,308

Commercial Banks - 1.5%

ABN AMRO Capital Funding Trust V 5.90%

20,000

466,600

ABN Amro Capital Funding Trust VII 6.08%

40,400

971,620

Barclays Bank PLC Series 2, 6.625%

40,000

1,034,000

BNY Capital V 5.95%

115,000

2,745,050

First Tennessee Bank NA, Memphis 3.90% (f)

5,000

5,125,000

Keycorp Capital IX 6.75%

40,000

1,006,400

Royal Bank of Scotland Group PLC Series R, 6.125%

40,000

998,800

Santander Finance Preferred SA Unipersonal (f)

40,000

946,000

Santander Finance Preferred SA Unipersonal:

6.41%

69,400

1,738,470

6.50% (f)

40,000

984,000

6.80% (f)

160,000

4,000,000

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

40,000

1,053,600

USB Capital XII 6.30%

80,000

1,952,000

Wachovia Capital Trust IX 6.375%

120,000

2,964,000

25,985,540

Consumer Finance - 0.2%

Ford Motor Credit Co. LLC 7.375%

40,000

866,000

HSBC USA, Inc.:

Series G, 4.9175%

80,000

2,120,000

Series H, 6.50%

40,000

1,056,400

SLM Corp. 4.07%

1,200

104,400

4,146,800

Diversified Financial Services - 1.0%

Bank of America Corp.:

Series D

20,000

519,800

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Diversified Financial Services - continued

Bank of America Corp.: - continued

Series E

40,000

$ 1,019,200

CIT Group, Inc. Series B, 5.189%

15,000

1,479,000

Citigroup Capital XVI Series C, 6.45%

120,000

3,012,000

Citigroup Capital XVII 6.35%

80,000

1,992,000

Deutsche Bank Capital Funding Trust VIII 6.375%

140,000

3,514,000

General Electric Capital Corp. 6.05%

80,000

1,963,200

Merrill Lynch Capital Trust II 6.45%

200,000

4,900,000

18,399,200

Insurance - 0.2%

American International Group, Inc. 6.45%

80,000

2,000,000

MetLife, Inc. Series A, 4.39%

40,000

1,041,200

3,041,200

Real Estate Investment Trusts - 0.6%

Apartment Investment & Management Co. Series V, 8.00%

79,000

2,012,920

Duke Realty LP (depositary shares) Series K, 6.50%

95,800

2,394,042

Hospitality Properties Trust Series C, 7.00%

100,000

2,460,000

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

20,000

535,200

Public Storage, Inc. Series M, 6.625%

80,000

1,971,200

Vornado Realty Trust Series E, 7.00%

40,000

1,017,200

10,390,562

Thrifts & Mortgage Finance - 3.1%

Countrywide Capital V 7.00%

80,000

1,990,400

Fannie Mae:

5.10%

27,562

1,219,619

7.00%

42,200

2,270,782

Series H, 5.81%

71,200

3,560,000

Series I, 5.375%

5,000

243,250

Series L, 5.125%

140,900

6,602,574

Series N, 5.50%

92,650

4,525,026

Freddie Mac:

5.30%

40,000

1,890,000

5.57%

546,000

13,404,300

5.90%

40,000

1,024,000

Series F, 5.00%

58,500

2,612,025

Series H, 5.10%

10,300

462,161

Series K, 5.79%

35,200

1,742,400

Series O, 5.81%

19,500

970,125

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Freddie Mac: - continued

Series R, 5.70%

117,000

$ 5,791,500

Series S, adj. rate

10,000

528,500

Series T 6.42%

10,000

532,200

Series W, 5.66%

120,000

2,996,400

Indymac Bank F S B Pasadena Cali 8.50% (f)

80,000

2,028,000

Sovereign Bancorp, Inc. Series C, 7.30%

80,000

2,174,400

56,567,662

TOTAL FINANCIALS

146,021,272

MATERIALS - 0.1%

Chemicals - 0.1%

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

9,900

827,937

Metals & Mining - 0.0%

Alcoa, Inc. 3.75%

6,400

480,000

TOTAL MATERIALS

1,307,937

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.4%

AT&T, Inc. 6.375%

281,800

6,994,276

UTILITIES - 2.3%

Electric Utilities - 2.1%

Alabama Power Co.:

4.60%

2,000

188,500

5.20%

120,000

2,858,400

5.30%

88,600

2,090,960

5.625%

80,000

2,000,000

Baltimore Gas & Electric Co. Series 1993, 6.70% (a)

10,000

1,034,000

Duquesne Light Co. 6.50%

106,050

5,307,803

Entergy Louisiana LLC 6.95%

7,500

746,250

FPL Group Capital Trust I 5.875%

20,000

471,600

Mid-American Energy Co. 4.40%

5,000

427,500

Pacific Gas & Electric Co.:

Series A, 5.00%

16,900

383,630

Series B, 5.50%

61,900

1,473,839

Series D 5.00%

69,200

1,550,080

PPL Electric Utilities Corp. 6.25%

180,000

4,563,000

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

UTILITIES - continued

Electric Utilities - continued

Southern California Edison Co.:

4.78%

46,500

$ 1,011,375

5.349%

40,000

4,036,000

6.125%

35,000

3,535,000

Series B, 4.08%

27,271

506,968

Series C:

4.24%

94,600

1,773,750

6.00%

20,000

2,055,000

Series D, 4.32%

70,000

1,400,000

37,413,655

Independent Power Producers & Energy Traders - 0.0%

Heco Capital Trust III 6.50%

12,000

300,600

Multi-Utilities - 0.2%

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

28,705

2,648,036

San Diego Gas & Electric Co. 1.70%

67,548

1,764,692

4,412,728

TOTAL UTILITIES

42,126,983

TOTAL NONCONVERTIBLE PREFERRED STOCKS

203,754,949

TOTAL PREFERRED STOCKS

(Cost $257,748,989)

276,327,991

Preferred Securities - 0.4%

Principal Amount

FINANCIALS - 0.4%

Commercial Banks - 0.2%

PNC Preferred Funding Trust I 6.517% 12/31/49 (f)(g)

$ 3,000,000

3,102,340

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

1,000,000

1,036,743

4,139,083

Diversified Financial Services - 0.1%

Wachovia Capital Trust III 5.8% (g)

2,000,000

2,027,133

Preferred Securities - continued

Principal Amount

Value

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.1%

Washington Mutual Preferred Funding Trust I 6.534% (f)(g)

$ 2,000,000

$ 1,985,498

TOTAL PREFERRED SECURITIES

(Cost $8,000,001)

8,151,714

Money Market Funds - 6.8%

Shares

Fidelity Cash Central Fund, 5.33% (b)

117,375,018

117,375,018

Fidelity Securities Lending Cash Central Fund, 5.36% (b)(c)

5,056,580

5,056,580

TOTAL MONEY MARKET FUNDS

(Cost $122,431,598)

122,431,598

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $1,559,080,628)

1,809,899,723

NET OTHER ASSETS - (0.3)%

(6,170,343)

NET ASSETS - 100%

$ 1,803,729,380

Security Type Abbreviations

PIERS - Preferred Income Equity Redeemable Securities
TIDES - Term Income Deferred Equity Securities

Legend

(a) Non-income producing

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

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

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

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

(f) 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 $103,384,833 or 5.7% of net assets.

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 2,542,359

Fidelity Securities Lending Cash Central Fund

12,030

Total

$ 2,554,389

Other Information

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

AAA,AA,A

2.2%

BBB

1.1%

BB

3.4%

B

3.2%

CCC,CC,C

1.3%

Not Rated

3.7%

Equities

78.6%

Short-Term Investments and Net Other Assets

6.5%

100.0%

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

May 31, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $4,882,929) - See accompanying schedule:

Unaffiliated issuers (cost $1,436,649,030)

$ 1,687,468,125

Fidelity Central Funds (cost $122,431,598)

122,431,598

Total Investments (cost $1,559,080,628)

$ 1,809,899,723

Cash

49,466

Foreign currency held at value (cost $12,570)

12,493

Receivable for investments sold

5,956,598

Receivable for fund shares sold

6,251,782

Dividends receivable

1,717,317

Interest receivable

1,471,682

Distributions receivable from Fidelity Central Funds

506,596

Prepaid expenses

3,427

Other receivables

609

Total assets

1,825,869,693

Liabilities

Payable for investments purchased

$ 13,640,626

Payable for fund shares redeemed

2,082,569

Accrued management fee

814,663

Distribution fees payable

198,625

Other affiliated payables

302,245

Other payables and accrued expenses

45,005

Collateral on securities loaned, at value

5,056,580

Total liabilities

22,140,313

Net Assets

$ 1,803,729,380

Net Assets consist of:

Paid in capital

$ 1,503,897,761

Undistributed net investment income

6,028,336

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

43,004,322

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

250,798,961

Net Assets

$ 1,803,729,380

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

May 31, 2007 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($108,614,550 ÷ 7,710,901 shares)

$ 14.09

Maximum offering price per share (100/94.25 of $14.09)

$ 14.95

Class T:
Net Asset Value
and redemption price per share ($172,127,560 ÷ 12,235,750 shares)

$ 14.07

Maximum offering price per share (100/96.50 of $14.07)

$ 14.58

Class B:
Net Asset Value
and offering price per share ($33,938,863 ÷ 2,418,550 shares)A

$ 14.03

Class C:
Net Asset Value
and offering price per share ($101,181,697 ÷ 7,208,688 shares)A

$ 14.04

Strategic Dividend and Income:
Net Asset Value
, offering price and redemption price per share ($1,365,085,425 ÷ 96,594,064 shares)

$ 14.13

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($22,781,285 ÷ 1,613,458 shares)

$ 14.12

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.

Semiannual Report

Statement of Operations

Six months ended May 31, 2007 (Unaudited)

Investment Income

Dividends

$ 13,949,002

Interest

2,532,545

Income from Fidelity Central Funds

2,554,389

Total income

19,035,936

Expenses

Management fee

$ 4,303,540

Transfer agent fees

1,412,605

Distribution fees

1,019,617

Accounting and security lending fees

241,779

Custodian fees and expenses

30,059

Independent trustees' compensation

2,371

Registration fees

124,567

Audit

29,033

Legal

9,699

Miscellaneous

4,809

Total expenses before reductions

7,178,079

Expense reductions

(35,603)

7,142,476

Net investment income (loss)

11,893,460

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $13,745)

46,238,978

Foreign currency transactions

(11,905)

Total net realized gain (loss)

46,227,073

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,995)

80,261,896

Assets and liabilities in foreign currencies

(10,203)

Total change in net unrealized appreciation (depreciation)

80,251,693

Net gain (loss)

126,478,766

Net increase (decrease) in net assets resulting from operations

$ 138,372,226

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
May 31, 2007
(Unaudited)

Year ended
November 30,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 11,893,460

$ 20,961,984

Net realized gain (loss)

46,227,073

74,058,210

Change in net unrealized appreciation (depreciation)

80,251,693

71,876,495

Net increase (decrease) in net assets resulting
from operations

138,372,226

166,896,689

Distributions to shareholders from net investment income

(10,236,496)

(19,594,724)

Distributions to shareholders from net realized gain

(67,051,469)

(10,685,905)

Total distributions

(77,287,965)

(30,280,629)

Share transactions - net increase (decrease)

364,315,074

245,540,386

Total increase (decrease) in net assets

425,399,335

382,156,446

Net Assets

Beginning of period

1,378,330,045

996,173,599

End of period (including undistributed net investment income of $6,028,336 and undistributed net investment income of $4,371,372, respectively)

$ 1,803,729,380

$ 1,378,330,045

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

Semiannual Report

Financial Highlights - Class A

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.66

$ 12.18

$ 11.09

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.09

.19

.18

.16

Net realized and unrealized gain (loss)

1.09

1.61

1.10

1.04

Total from investment operations

1.18

1.80

1.28

1.20

Distributions from net investment income

(.09)

(.19)

(.19)

(.11)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.75)

(.32)

(.19)

(.11)

Net asset value, end of period

$ 14.09

$ 13.66

$ 12.18

$ 11.09

Total Return B, C, D

9.05%

15.01%

11.63%

12.01%

Ratios to Average Net Assets F, I

Expenses before reductions

1.10% A

1.14%

1.16%

1.20% A

Expenses net of fee waivers, if any

1.10% A

1.14%

1.16%

1.20% A

Expenses net of all reductions

1.10% A

1.14%

1.13%

1.17% A

Net investment income (loss)

1.37% A

1.52%

1.60%

1.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 108,615

$ 70,083

$ 38,886

$ 21,985

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Class T

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.64

$ 12.17

$ 11.08

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.08

.17

.16

.13

Net realized and unrealized gain (loss)

1.08

1.59

1.09

1.04

Total from investment operations

1.16

1.76

1.25

1.17

Distributions from net investment income

(.07)

(.16)

(.16)

(.09)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.73)

(.29)

(.16)

(.09)

Net asset value, end of period

$ 14.07

$ 13.64

$ 12.17

$ 11.08

Total Return B, C, D

8.95%

14.70%

11.43%

11.75%

Ratios to Average Net Assets F, I

Expenses before reductions

1.32% A

1.35%

1.38%

1.45% A

Expenses net of fee waivers, if any

1.32% A

1.35%

1.38%

1.45% A

Expenses net of all reductions

1.32% A

1.35%

1.35%

1.42% A

Net investment income (loss)

1.16% A

1.31%

1.38%

1.43% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 172,128

$ 119,834

$ 79,920

$ 36,526

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Class B

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.61

$ 12.14

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.04

.09

.09

.09

Net realized and unrealized gain (loss)

1.07

1.59

1.09

1.03

Total from investment operations

1.11

1.68

1.18

1.12

Distributions from net investment income

(.03)

(.08)

(.10)

(.06)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.69)

(.21)

(.10)

(.06)

Net asset value, end of period

$ 14.03

$ 13.61

$ 12.14

$ 11.06

Total Return B, C, D

8.59%

14.05%

10.73%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.91% A

1.96%

1.96%

1.99% A

Expenses net of fee waivers, if any

1.91% A

1.96%

1.95%

1.95% A

Expenses net of all reductions

1.91% A

1.96%

1.93%

1.92% A

Net investment income (loss)

.56% A

.70%

.81%

.92% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 33,939

$ 23,992

$ 19,744

$ 13,457

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Class C

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.61

$ 12.15

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.04

.10

.10

.09

Net realized and unrealized gain (loss)

1.09

1.58

1.09

1.03

Total from investment operations

1.13

1.68

1.19

1.12

Distributions from net investment income

(.04)

(.09)

(.10)

(.06)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.70)

(.22)

(.10)

(.06)

Net asset value, end of period

$ 14.04

$ 13.61

$ 12.15

$ 11.06

Total Return B, C, D

8.69%

14.05%

10.85%

11.24%

Ratios to Average Net Assets F, I

Expenses before reductions

1.85% A

1.89%

1.90%

1.94% A

Expenses net of fee waivers, if any

1.85% A

1.89%

1.90%

1.94% A

Expenses net of all reductions

1.85% A

1.88%

1.87%

1.92% A

Net investment income (loss)

.62% A

.78%

.86%

.93% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 101,182

$ 75,301

$ 49,713

$ 28,795

Portfolio turnover rate G

88% A

125%

64%

66% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Strategic Dividend and Income

Six months ended May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 13.70

$ 12.22

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.11

.24

.22

.19

Net realized and unrealized gain (loss)

1.08

1.60

1.11

1.04

Total from investment operations

1.19

1.84

1.33

1.23

Distributions from net investment income

(.10)

(.23)

(.22)

(.12)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.76)

(.36)

(.22)

(.12)

Net asset value, end of period

$ 14.13

$ 13.70

$ 12.22

$ 11.11

Total Return B, C

9.18%

15.33%

12.08%

12.32%

Ratios to Average Net Assets E, H

Expenses before reductions

.79% A

.80%

.82%

.90% A

Expenses net of fee waivers, if any

.79% A

.80%

.82%

.90% A

Expenses net of all reductions

.78% A

.79%

.79%

.87% A

Net investment income (loss)

1.69% A

1.87%

1.94%

1.98% A

Supplemental Data

Net assets, end of period
(000 omitted)

$ 1,365,085

$ 1,075,348

$ 798,113

$ 476,032

Portfolio turnover rate F

88% A

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended
May 31, 2007

Years ended November 30,

(Unaudited)

2006

2005

2004 G

Selected Per-Share Data

Net asset value, beginning of period

$ 13.68

$ 12.21

$ 11.11

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.11

.23

.22

.19

Net realized and unrealized gain (loss)

1.10

1.59

1.10

1.04

Total from investment operations

1.21

1.82

1.32

1.23

Distributions from net investment income

(.11)

(.22)

(.22)

(.12)

Distributions from net realized gain

(.66)

(.13)

-

-

Total distributions

(.77)

(.35)

(.22)

(.12)

Net asset value, end of period

$ 14.12

$ 13.68

$ 12.21

$ 11.11

Total Return B, C

9.28%

15.24%

11.98%

12.38%

Ratios to Average Net Assets E, H

Expenses before reductions

.80% A

.82%

.83%

.88% A

Expenses net of fee waivers, if any

.80% A

.82%

.83%

.88% A

Expenses net of all reductions

.79% A

.82%

.81%

.85% A

Net investment income (loss)

1.68% A

1.84%

1.93%

2.00% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 22,781

$ 13,771

$ 9,798

$ 4,973

Portfolio turnover rate F

88% A

125%

64%

66% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2007 (Unaudited)

1. Organization.

Fidelity Strategic Dividend & Income Fund (the Fund) is a fund of Fidelity Financial Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

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

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and income distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount and losses deferred due to wash sales.

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

Unrealized appreciation

$ 268,348,506

Unrealized depreciation

(19,141,932)

Net unrealized appreciation (depreciation)

$ 249,206,574

Cost for federal income tax purposes

$ 1,560,693,149

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management has concluded that the adoption of FIN 48 will not result in a material impact on the Fund's net assets, results of operations and financial statement disclosures.

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

4. Operating Policies.

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

Semiannual Report

4. Operating Policies - continued

Repurchase Agreements - continued

to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $901,935,901 and $636,940,261, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .56% of the Fund's average net assets.

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 105,811

$ 9,316

Class T

.25%

.25%

349,748

37,015

Class B

.75%

.25%

138,327

104,062

Class C

.75%

.25%

425,731

113,989

$ 1,019,617

$ 264,382

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

Retained
by FDC

Class A

$ 118,841

Class T

42,489

Class B *

18,169

Class C *

5,328

$ 184,827

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund, except for Strategic Dividend & Income shares. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Strategic Dividend & Income shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

Amount

% of
Average
Net Assets
*

Class A

$ 101,350

.24

Class T

144,873

.21

Class B

41,868

.30

Class C

102,735

.24

Strategic Dividend and Income

1,005,927

.17

Institutional Class

15,852

.18

$ 1,412,605

* Annualized

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. FSC maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $4,159 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $1,729 and is reflected in Miscellaneous Expense 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 from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $12,030.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $7,879 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $2,450. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 2

Strategic Dividend and Income

4,362

Institutional Class

61

$ 4,425

10. Other.

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

In September 2006, a transfer agent of the Fund, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. In March 2007, FIIOC converted the relevant Class B shares to Class A shares and recorded the conversion in the books and records of the Fund. FIIOC has reimbursed the Fund for related audit and legal expenses and, beginning in June 2007, remediated affected shareholders.

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

Semiannual Report

10. Other - continued

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

On April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Fund will reorganize into Fidelity Fixed-Income Trust, effective on or about June 29, 2007. The reorganization will not impact the Fund's investment strategies or FMR's management of the Fund. All legal and other expenses associated with the reorganization will be paid by FMR.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
May 31,
2007

Year ended
November 30,
2006

From net investment income

Class A

$ 490,389

$ 755,007

Class T

680,938

1,207,524

Class B

61,475

136,347

Class C

215,479

455,492

Strategic Dividend and Income

8,667,121

16,844,509

Institutional Class

121,094

195,845

Total

$ 10,236,496

$ 19,594,724

From net realized gain

Class A

$ 3,476,044

$ 422,135

Class T

5,864,593

869,186

Class B

1,178,860

212,465

Class C

3,680,940

535,091

Strategic Dividend and Income

52,196,348

8,542,657

Institutional Class

654,684

104,371

Total

$ 67,051,469

$ 10,685,905

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
May 31,
2007

Year ended
November 30,
2006

Six months ended
May 31,
2007

Year ended
November 30,
2006

Class A

Shares sold

2,926,412

2,652,278

$ 39,489,901

$ 33,771,371

Reinvestment of distributions

252,823

74,313

3,308,909

927,356

Shares redeemed

(600,738)

(785,506)

(8,065,191)

(9,972,783)

Net increase (decrease)

2,578,497

1,941,085

$ 34,733,619

$ 24,725,944

Class T

Shares sold

3,794,386

3,093,279

$ 51,052,059

$ 39,401,358

Reinvestment of distributions

444,882

142,542

5,816,103

1,774,211

Shares redeemed

(789,975)

(1,016,565)

(10,630,944)

(12,945,160)

Net increase (decrease)

3,449,293

2,219,256

$ 46,237,218

$ 28,230,409

Class B

Shares sold

802,112

651,095

$ 10,802,487

$ 8,286,669

Reinvestment of distributions

76,573

22,168

998,646

273,978

Shares redeemed

(223,245)

(535,951)

(3,001,618)

(6,733,248)

Net increase (decrease)

655,440

137,312

$ 8,799,515

$ 1,827,399

Class C

Shares sold

1,903,967

2,077,679

$ 25,591,126

$ 26,455,087

Reinvestment of distributions

234,981

59,230

3,067,189

735,267

Shares redeemed

(462,502)

(696,643)

(6,224,306)

(8,845,742)

Net increase (decrease)

1,676,446

1,440,266

$ 22,434,009

$ 18,344,612

Strategic Dividend and Income

Shares sold

27,387,979

36,957,213

$ 369,206,245

$ 472,572,702

Reinvestment of distributions

4,149,855

1,804,449

54,456,045

22,539,587

Shares redeemed

(13,464,573)

(25,574,480)

(179,696,506)

(325,330,308)

Net increase (decrease)

18,073,261

13,187,182

$ 243,965,784

$ 169,781,981

Institutional Class

Shares sold

695,629

358,059

$ 9,370,612

$ 4,585,437

Reinvestment of distributions

24,718

10,004

324,269

124,626

Shares redeemed

(113,165)

(164,319)

(1,549,952)

(2,080,022)

Net increase (decrease)

607,182

203,744

$ 8,144,929

$ 2,630,041

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Strategic Dividend & Income Fund

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and subadvisory agreements (together, the Advisory Contracts) for the fund in connection with reorganizing the fund from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under the fund's Advisory Contracts are identical to those in the fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the fund during the past year and that it will again consider renewal of the Advisory Contracts in July 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) 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.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the fund from one Trust to another.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

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

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

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

ASDII-USAN-0707
1.802530.103

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Financial 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 Fidelity Financial Trust's (the "Trust") 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)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Fidelity Financial Trust

By:

/s/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

July 16, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

July 16, 2007

By:

/s/Joseph B. Hollis

Joseph B. Hollis

Chief Financial Officer

Date:

July 16, 2007