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 811-3785

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

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

Scott C. Goebel, Secretary

245 Summer St.

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

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

Date of fiscal year end:	October 31

Date of reporting period:	April 30, 2014

Item 1. Reports to Stockholders

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

Floating Rate High Income

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

Semiannual Report

April 30, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

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, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value November 1, 2013	Ending Account Value April 30, 2014	Expenses Paid During Period* November 1, 2013 to April 30, 2014
Class A	.99%
Actual		$ 1,000.00	$ 1,015.40	$ 4.95
Hypothetical^A		$ 1,000.00	$ 1,019.89	$ 4.96
Class T	1.08%
Actual		$ 1,000.00	$ 1,015.00	$ 5.40
Hypothetical^A		$ 1,000.00	$ 1,019.44	$ 5.41
Class B	1.52%
Actual		$ 1,000.00	$ 1,012.70	$ 7.59
Hypothetical^A		$ 1,000.00	$ 1,017.26	$ 7.60
Class C	1.74%
Actual		$ 1,000.00	$ 1,011.60	$ 8.68
Hypothetical^A		$ 1,000.00	$ 1,016.17	$ 8.70
Fidelity Floating Rate High Income Fund	.70%
Actual		$ 1,000.00	$ 1,016.90	$ 3.50
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.51
Institutional Class	.75%
Actual		$ 1,000.00	$ 1,016.60	$ 3.75
Hypothetical^A		$ 1,000.00	$ 1,021.08	$ 3.76

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Holdings as of April 30, 2014
(by issuer, excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
HCA Holdings, Inc.	3.2	3.2
Community Health Systems, Inc.	2.7	2.1
H.J. Heinz Co.	2.6	2.6
First Data Corp.	1.9	2.0
Hilton Worldwide Finance, LLC	1.8	2.4
	12.2
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Healthcare	11.9	12.3
Technology	10.9	10.4
Telecommunications	6.5	6.5
Gaming	5.8	3.8
Electric Utilities	5.5	6.6

Quality Diversification (% of fund's net assets)
As of April 30, 2014		As of October 31, 2013
	BBB 5.9%		BBB 5.2%
	BB 38.8%		BB 45.0%
	B 42.5%		B 34.9%
	CCC,CC,C 2.8%		CCC,CC,C 2.5%
	D 0.0%^†		D 0.0%^†
	Not Rated 4.7%		Not Rated 3.2%
	Other Investments 0.2%		Other Investments 0.2%
	Short-Term Investments and Net Other Assets 5.1%		Short-Term Investments and Net Other Assets 9.0%

ang645960

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

^† Amount represents less than 0.1%
Asset Allocation (% of fund's net assets)
As of April 30, 2014*			As of October 31, 2013**
	Bank Loan Obligations 87.8%			Bank Loan Obligations 83.0%
	Nonconvertible Bonds 6.9%			Nonconvertible Bonds 7.8%
	Common Stocks 0.2%			Common Stocks 0.2%
	Short-Term Investments and Net Other Assets (Liabilities) 5.1%			Short-Term Investments and Net Other Assets (Liabilities) 9.0%
* Foreign investments		10.5%	** Foreign investments		10.0%

ang645970

Semiannual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Bank Loan Obligations (f) - 87.8%
	Principal Amount (000s)		Value (000s)
Aerospace - 0.9%
TransDigm, Inc. Tranche C, term loan 3.75% 2/28/20 (e)	$ 144,883		$ 144,339
Air Transportation - 0.2%
Delta Air Lines, Inc. Tranche B 1LN, term loan 3.5% 10/18/18 (e)	13,875		13,805
U.S. Airways, Inc. Tranche B 2LN, term loan 3% 11/23/16 (e)	25,000		24,938
			38,743
Automotive - 1.8%
Affinia Group, Inc. Tranche B 2LN, term loan 4.75% 4/25/20 (e)	14,287		14,287
Allison Transmission, Inc. Tranche B 3LN, term loan 3.75% 8/23/19 (e)	7,739		7,739
Chrysler Group LLC:
term loan 3.25% 12/31/18 (e)	54,000		53,460
Tranche B, term loan 3.5% 5/24/17 (e)	81,665		81,563
Federal-Mogul Corp. Tranche C, term loan 4.75% 4/15/21 (e)	20,000		19,875
North American Lifting Holdings, Inc.:
Tranche 1LN, term loan 5.5% 11/27/20 (e)	16,958		17,063
Tranche 2LN, term loan 10% 11/27/21 (e)	24,370		24,340
Schaeffler AG Tranche C, term loan 4.25% 1/27/17 (e)	41,000		41,154
The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 4.75% 4/30/19 (e)	16,000		16,120
Tower Automotive Holdings U.S.A. LLC term loan 4% 4/23/20 (e)	26,746		26,612
			302,213
Broadcasting - 2.8%
Clear Channel Capital I LLC Tranche B, term loan 3.8003% 1/29/16 (e)	88,025		87,365
Clear Channel Communications, Inc. Tranche D, term loan 6.9003% 1/30/19 (e)	68,720		68,119
ION Media Networks, Inc. Tranche B, term loan 5% 12/18/20 (e)	28,928		29,072
Nielsen Finance LLC Tranche B 2LN, term loan 3.152% 4/15/21 (e)	80,000		80,000
Nine Entertainment Co. Tranche B, term loan 3.25% 2/5/20 (e)	14,865		14,642
TWCC Holding Corp. term loan 3.5% 2/11/17 (e)	66,020		65,071
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Broadcasting - continued
Univision Communications, Inc.:
Tranche C 3LN, term loan 4% 3/1/20 (e)	$ 9,900		$ 9,838
Tranche C 4LN, term loan 4% 3/1/20 (e)	104,124		103,473
			457,580
Building Materials - 0.8%
American Builders & Contractors Supply Co., Inc. Tranche B, term loan 3.5% 4/16/20 (e)	34,909		34,821
Armstrong World Industries, Inc. Tranche B, term loan 3.5% 3/15/20 (e)	23,710		23,710
Continental Building Products Tranche B 1LN, term loan 4.75% 8/28/20 (e)	15,880		15,880
Pinafore LLC Tranche B 2LN, term loan 3.75% 9/21/16 (e)	42,091		42,038
Ply Gem Industries, Inc. Tranche B, term loan 4% 2/1/21 (e)	7,095		7,024
			123,473
Cable TV - 4.9%
Atlantic Broad Tranche B, term loan 3.25% 11/30/19 (e)	27,395		27,121
CCO Holdings, LLC Tranche 3LN, term loan 2.6503% 9/6/14 (e)	69,097		68,903
Cequel Communications LLC Tranche B, term loan 3.5% 2/14/19 (e)	122,966		122,351
Charter Communications Operating LLC:
Tranche E, term loan 3% 7/1/20 (e)	48,963		48,289
Tranche F, term loan 3% 1/3/21 (e)	94,709		93,289
CSC Holdings LLC Tranche B, term loan 2.6503% 4/17/20 (e)	133,327		131,500
Numericable LLC:
Tranche B 1LN, term loan 4/23/20 (g)	40,187		40,137
Tranche B 2LN, term loan 4/23/20 (g)	34,768		34,724
RCN Telecom Services, LLC Tranche B, term loan 4.5% 3/1/20 (e)	6,775		6,775
UPC Broadband Holding BV Tranche AH, term loan 3.25% 6/30/21 (e)	34,000		33,660
Virgin Media Finance PLC Tranche B, term loan 3.5% 6/7/20 (e)	55,000		54,450
WideOpenWest Finance LLC Tranche B, term loan 4.75% 4/1/19 (e)	32,670		32,752
Ziggo B.V.:
Tranche B 1LN, term loan:
1/15/22 (g)	2,063		2,027
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Cable TV - continued
Ziggo B.V.: - continued
3.25% 1/15/22 (e)	$ 35,286		$ 34,668
Tranche B 2LN, term loan:
1/15/22 (g)	1,934		1,900
3.25% 1/15/22 (e)	22,134		21,747
Tranche B 3LN, term loan 1/15/22 (g)	39,583		38,891
			793,184
Capital Goods - 0.3%
Doncasters PLC Tranche B 2LN, term loan 9.5% 10/9/20 (e)	7,862		8,019
SRAM LLC. Tranche B, term loan 4.0092% 4/10/20 (e)	40,271		39,667
			47,686
Chemicals - 1.0%
Cyanco Intermediate Corp. Tranche B, term loan 5.5% 5/1/20 (e)	30,482		30,558
Emerald Performance Materials, LLC Tranche B, term loan 6.75% 5/18/18 (e)	2,948		2,948
MacDermid, Inc. Tranche B 1LN, term loan 4% 6/7/20 (e)	39,548		39,449
Royal Adhesives & Sealants LLC Tranche B 1LN, term loan 5.5% 7/31/18 (e)	15,547		15,586
Tata Chemicals North America, Inc. Tranche B, term loan 3.75% 8/9/20 (e)	12,903		12,838
U.S. Coatings Acquisition, Inc. Tranche B, term loan 4% 2/1/20 (e)	54,588		54,451
			155,830
Consumer Products - 1.1%
Jarden Corp. Tranche B, term loan 2.7162% 3/31/18 (e)	16,037		16,037
Kate Spade & Co. Tranche B, term loan 4/10/21 (g)	17,965		17,965
NBTY, Inc. Tranche B 2LN, term loan 3.5% 10/1/17 (e)	14,179		14,161
Revlon Consumer Products Corp.:
term loan 4% 8/19/19 (e)	30,923		30,884
Tranche B, term loan 3.25% 11/19/17 (e)	13,500		13,483
Spotless Holdings Ltd. Tranche B 1LN, term loan 5% 10/2/18 (e)	16,859		16,922
Sun Products Corp. Tranche B, term loan 5.5125% 3/23/20 (e)	15,210		14,488
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Consumer Products - continued
Tempur Sealy International, Inc. Tranche B, term loan 3.5% 3/18/20 (e)	$ 18,924		$ 18,807
Wilsonart LLC Tranche B, term loan 4% 10/31/19 (e)	42,861		42,433
			185,180
Containers - 2.1%
Ardagh Holdings U.S.A., Inc. Tranche B, term loan:
4% 12/17/19 (e)	55,630		55,352
4.25% 12/17/19 (e)	17,481		17,394
Berlin Packaging, LLC:
Tranche 1LN, term loan 4.75% 4/3/19 (e)	7,532		7,561
Tranche 2LN, term loan 8.75% 4/3/20 (e)	3,855		3,937
Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (e)	15,000		14,888
Berry Plastics Group, Inc. term loan 3.5% 2/8/20 (e)	110,106		109,005
BWAY Holding Co. Tranche B, term loan 4.5% 8/6/17 (e)	15,148		15,186
Consolidated Container Co. Tranche B, term loan 5% 7/3/19 (e)	8,845		8,857
Multi Packaging Solutions, Inc. term loan 4.25% 9/30/20 (e)	7,000		6,983
Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4% 12/1/18 (e)	95,112		95,112
Tricorbraun, Inc. Tranche B, term loan 4% 5/3/18 (e)	3,804		3,783
			338,058
Diversified Financial Services - 2.6%
AlixPartners LLP Tranche B 2LN, term loan 4% 7/10/20 (e)	19,750		19,701
Delos Finance SARL Tranche B LN, term loan 3.5% 3/6/21 (e)	51,095		51,095
Energy & Minerals Group Tranche B, term loan 4.75% 3/27/20 (e)	14,920		14,920
Fly Funding II Sarl Tranche B, term loan 4.5% 8/9/19 (e)	14,906		14,981
Flying Fortress, Inc. term loan 3.5% 6/30/17 (e)	97,833		97,833
HarbourVest Partners LLC Tranche B, term loan 3.25% 2/4/21 (e)	15,366		15,241
Home Loan Servicing Solutions Ltd. Tranche B, term loan 4.5% 6/27/20 (e)	14,639		14,639
LPL Holdings, Inc. Tranche B, term loan 3.25% 3/29/19 (e)	32,846		32,682
Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (e)	8,000		8,190
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Diversified Financial Services - continued
Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (e)	$ 30,616		$ 30,769
Sheridan Investment Partners I, LLC Tranche B 2LN, term loan 4.25% 10/1/19 (e)	20,181		20,231
Star West Generation LLC Tranche B, term loan 4.25% 3/13/20 (e)	22,770		22,713
TransUnion LLC Tranche B, term loan 4% 4/9/21 (e)	77,500		77,113
			420,108
Diversified Media - 0.6%
Advanstar Communications, Inc. Tranche B 1LN, term loan 5.5% 4/29/19 (e)	8,415		8,489
McGraw-Hill School Education Tranche B, term loan 6.25% 12/18/19 (e)	18,454		18,546
Media General, Inc. Tranche B. term loan 4.25% 7/31/20 (e)	23,810		23,839
WMG Acquisition Corp. term loan 3.75% 7/1/20 (e)	55,712		55,434
			106,308
Electric Utilities - 5.2%
Alinta Energy Finance Pty. Ltd. Tranche B, term loan:
8/13/18 (h)	3,960		4,019
6.375% 8/13/19 (e)	60,222		61,125
Calpine Construction Finance Co. LP:
Tranche B 1LN, term loan 3% 5/3/20 (e)	85,127		83,105
Tranche B 2LN, term loan 3.25% 1/31/22 (e)	54,325		53,170
Calpine Corp.:
Tranche B 2LN, term loan 4% 4/1/18 (e)	11,714		11,744
Tranche B 3LN, term loan 4% 10/9/19 (e)	29,562		29,562
Tranche B, term loan 4% 4/1/18 (e)	108,374		108,645
Dynegy, Inc. Tranche B 2LN, term loan 4% 4/23/20 (e)	25,765		25,765
EquiPower Resources Holdings LLC:
Tranche B 1LN, term loan 4.25% 12/21/18 (e)	23,750		23,780
Tranche C, term loan 4.25% 12/31/19 (e)	32,210		32,210
Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (e)	16,032		16,032
InterGen NV Tranche B, term loan 5.5% 6/13/20 (e)	33,662		33,999
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (e)	82,393		82,393
NRG Energy, Inc. Tranche B, term loan 2.75% 7/1/18 (e)	83,589		82,544
Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (e)	23,496		22,615
The AES Corp. Tranche B, term loan 3.75% 6/1/18 (e)	65,286		65,534
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Electric Utilities - continued
Topaz Power Holdings, LLC Tranche B, term loan 5.25% 2/26/20 (e)	$ 35,787		$ 34,892
TXU Energy LLC Tranche B, term loan:
3.7369% 10/10/14 (e)	10,052		7,602
4.7369% 10/10/17 (e)	66,622		50,383
USIC Holdings, Inc. Tranche B, term loan 4% 7/10/20 (e)	16,376		16,172
Windsor Financing, LLC Tranche B, term loan 6.25% 12/5/17 (e)	2,772		2,841
			848,132
Energy - 4.2%
Alon U.S.A. Partners LP term loan 9.25% 11/26/18 (e)	8,778		9,107
Atlantic Power Ltd. Partnership Tranche B LN, term loan 4.75% 2/24/21 (e)	35,915		36,050
Atlas Energy LP Tranche B, term loan 6.5% 7/31/19 (e)	8,069		8,211
Empire Generating Co. LLC:
Tranche B, term loan 5.25% 3/14/21 (e)	29,675		29,786
Tranche C, term loan 5.25% 3/14/21 (e)	2,070		2,078
EP Energy LLC term loan 4.5% 4/30/19 (e)	1,500		1,500
Everest Acquisition LLC Tranche B 3LN, term loan 3.5% 5/24/18 (e)	42,333		42,069
ExGen Renewables I, LLC Tranche B term loan 5.25% 2/6/21 (e)	16,154		16,356
Fieldwood Energy, LLC:
Tranche 2LN, term loan 8.375% 9/30/20 (e)	140,755		144,978
Tranche B 1LN, term loan 3.875% 9/30/18 (e)	39,825		39,725
GIM Channelview Cogeneration LLC Tranche B, term loan 4.25% 5/8/20 (e)	12,401		12,417
MRC Global, Inc. Tranche B, term loan 4.75% 11/9/19 (e)	44,750		44,920
Northeast Wind Capital II, LLC Tranche B, term loan 5% 11/14/20 (e)	14,467		14,612
Offshore Group Investment Ltd. Tranche B, term loan 5% 10/25/17 (e)	18,546		18,407
Pacific Drilling SA Tranche B, term loan 4.5% 6/3/18 (e)	24,470		24,439
Panda Sherman Power, LLC term loan 9% 9/14/18 (e)	5,000		5,113
Panda Temple Power, LLC term loan 7.25% 4/3/19 (e)	11,000		11,289
Ruby Western Pipeline Holdings LLC Tranche B, term loan 3.5% 3/27/20 (e)	30,509		30,432
Samson Investment Co. Tranche B 2LN, term loan 5% 9/25/18 (e)	42,280		42,069
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Energy - continued
Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (e)	$ 19,950		$ 19,726
Sheridan Investment Partners I term loan 4.25% 12/16/20 (e)	51,090		51,090
Sheridan Production Partners I:
Tranche A, term loan 4.25% 12/16/20 (e)	7,107		7,107
Tranche M, term loan 4.25% 12/16/20 (e)	2,651		2,651
TPF II LC LLC Tranche B, term loan 6.5% 8/21/19 (e)	26,394		26,624
Vantage Drilling Co. Tranche B, term loan 5.75% 3/28/19 (e)	14,850		14,776
Western Refining, Inc. Tranche B, term loan 4.25% 11/12/20 (e)	26,289		26,355
			681,887
Entertainment/Film - 1.1%
AMC Entertainment, Inc. Tranche B, term loan 3.5% 4/30/20 (e)	24,762		24,731
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (e)	26,660		26,560
Cinemark U.S.A., Inc. Tranche B, term loan 3.16% 12/18/19 (e)	14,713		14,731
Digital Cinema Implementation Partners,LLC Tranche B, term loan 3.25% 5/17/21 (e)	62,509		61,884
Live Nation Entertainment, Inc. Tranche B, term loan 3.5% 8/16/20 (e)	19,358		19,213
William Morris Endeavor Entertainment, LLC. Tranche B 1LN, term loan 5/1/21 (g)	35,000		34,825
			181,944
Environmental - 0.7%
ADS Waste Holdings, Inc. Tranche B 2LN, term loan 3.75% 10/9/19 (e)	35,550		35,372
Darling International, Inc. Tranche B, term loan 3.25% 1/6/21 (e)	22,085		21,975
Tervita Corp. Tranche B 1LN, term loan 6.25% 5/15/18 (e)	24,767		24,427
The Brickman Group, Ltd.:
Tranche 2LN, term loan 7.5% 12/18/21 (e)	5,690		5,775
Tranche B 1LN, term loan 4% 12/18/20 (e)	21,676		21,621
WTG Holdings III Corp. Tranche B 1LN, term loan 4.75% 1/15/21 (e)	10,973		10,945
			120,115
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Food & Drug Retail - 1.4%
Albertson's LLC:
Tranche B 1LN, term loan 4.25% 3/21/16 (e)	$ 17,676		$ 17,676
Tranche B 2LN, term loan 4.75% 3/21/19 (e)	9,536		9,547
Ferrara Candy Co., Inc. Tranche B, term loan 7.5% 6/18/18 (e)	21,582		20,287
Performance Food Group, Inc. Tranche 2LN, term loan 6.25% 11/14/19 (e)	7,343		7,416
PRA Holdings, Inc. Tranche B, term loan 4.5% 9/23/20 (e)	21,890		21,616
Rite Aid Corp.:
Tranche 2 LN2, term loan 4.875% 6/21/21 (e)	25,210		25,462
Tranche 2LN, term loan 5.75% 8/21/20 (e)	13,590		13,879
Tranche B 7LN, term loan 3.5% 2/21/20 (e)	48,136		48,076
Roundys Supermarket, Inc. Tranche B LN, term loan 5.75% 3/3/21 (e)	20,000		20,025
Sprouts Farmers Market LLC Tranche B, term loan 4% 4/23/20 (e)	23,124		23,126
SUPERVALU, Inc. Tranche B, term loan 4.5% 3/21/19 (e)	14,729		14,674
			221,784
Food/Beverage/Tobacco - 3.8%
AdvancePierre Foods, Inc. Tranche 2LN, term loan 9.5% 10/10/17 (e)	3,000		2,918
Arysta Lifescience SPC LLC:
Tranche B 1LN, term loan 4.5% 5/29/20 (e)	42,677		42,624
Tranche B 2LN, term loan 8.25% 11/30/20 (e)	25,000		25,438
Big Heart Pet Brands Tranche B LN, term loan 3.5% 3/8/20 (e)	50,000		49,375
H.J. Heinz Co.:
Tranche B 1LN, term loan 3.25% 6/7/19 (e)	24,813		24,844
Tranche B 2LN, term loan 3.5% 6/7/20 (e)	402,350		404,350
JBS U.S.A. LLC Tranche B, term loan 3.75% 5/25/18 (e)	19,242		19,242
Michael Foods, Inc. Tranche B, term loan 4.25% 2/25/18 (e)	8,671		8,671
OSI Restaurant Partners LLC Tranche B, term loan 3.5% 10/26/19 (e)	49,333		49,241
			626,703
Gaming - 5.7%
Bally Technologies, Inc. Tranche B, term loan 4.25% 11/25/20 (e)	29,581		29,618
Boyd Gaming Corp. Tranche B, term loan 4% 8/14/20 (e)	26,498		26,498
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Gaming - continued
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (e)	$ 258,260		$ 259,551
Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 4/10/21 (g)	96,605		96,363
CityCenter Holdings LLC Tranche B, term loan 5% 10/16/20 (e)	73,162		73,527
Golden Nugget, Inc. Tranche B, term loan:
5.5% 11/21/19 (e)	46,238		47,221
5.5% 11/21/19 (e)	19,816		20,237
Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (e)	9,000		9,383
Las Vegas Sands LLC Tranche B, term loan 3.25% 12/19/20 (e)	59,850		59,476
MGM Mirage, Inc. Tranche B, term loan 3.5% 12/20/19 (e)	109,491		108,812
Mohegan Tribal Gaming Authority Tranche B, term loan 5.5% 11/19/19 (e)	29,770		30,187
Motor City Casino Tranche B, term loan 5% 3/1/17 (e)	4,336		4,309
Pinnacle Entertainment, Inc. Tranche B 2LN, term loan 3.75% 8/13/20 (e)	29,161		29,089
Scientific Games Corp. Tranche B, term loan 4.25% 10/18/20 (e)	78,803		78,605
Seminole Tribe of Florida Tranche B, term loan 3% 4/29/20 (e)	13,680		13,646
Shingle Springs Tribal Gaming Authority Tranche B, term loan 6.25% 8/29/19 (e)	8,038		8,239
Station Casinos LLC Tranche B, term loan 4.25% 3/1/20 (e)	16,300		16,280
Yonkers Racing Corp. Tranche B 1LN, term loan 4.25% 8/20/19 (e)	14,429		14,140
			925,181
Healthcare - 11.6%
Akorn, Inc. Tranche B, term loan 4.5% 4/17/21 (e)	24,415		24,415
Alkermes, Inc. term loan 3.5% 9/25/19 (e)	13,573		13,557
Biomet, Inc. Term B 2LN, term loan 3.6612% 7/25/17 (e)	41,576		41,630
Carestream Health, Inc. Tranche B 1LN, term loan 5% 6/7/19 (e)	70,307		70,658
Community Health Systems, Inc.:
Tranche D, term loan 4.25% 1/27/21 (e)	334,876		335,713
Tranche E, term loan 3.4686% 1/25/17 (e)	82,663		82,456
DaVita HealthCare Partners, Inc.:
Tranche A, term loan 2.91% 10/20/15 (e)	38,978		38,880
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Healthcare - continued
DaVita HealthCare Partners, Inc.: - continued
Tranche B 2LN, term loan 4% 11/1/19 (e)	$ 55,065		$ 55,272
Tranche B, term loan 4.5% 10/20/16 (e)	84,685		84,897
Drumm Investors LLC Tranche B, term loan 5% 5/4/18 (e)	76,978		76,208
Emergency Medical Services Corp. Tranche B, term loan 4% 5/25/18 (e)	36,553		36,621
Grifols, S.A. Tranche B, term loan 3.1503% 2/27/21 (e)	50,000		49,875
HCA Holdings, Inc.:
Tranche A 4LN, term loan 2.6503% 2/2/16 (e)	292,736		292,005
Tranche B 4LN, term loan 2.9836% 5/1/18 (e)	35,870		35,827
Tranche B 5LN, term loan 2.9003% 3/31/17 (e)	155,891		155,891
HCR Healthcare LLC Tranche B, term loan 5% 4/6/18 (e)	36,145		35,422
IASIS Healthcare LLC Tranche B 2LN, term loan 4.5% 5/3/18 (e)	34,563		34,563
Ikaria, Inc.:
Tranche 2LN, term loan 8.75% 2/12/22 (e)	6,510		6,576
Tranche B 1LN, term loan 5% 2/12/21 (e)	40,680		40,782
Jazz Pharmaceuticals, Inc. Tranche B 2LN, term loan 3.25% 6/12/18 (e)	8,997		8,986
Millennium Labs, LLC Tranche B, term loan 5.25% 4/16/21 (e)	58,330		58,111
MModal, Inc. Tranche B, term loan 9% 8/17/19 (e)	6,511		5,144
MPH Acquisition Holdings LLC Tranche B, term loan 4% 3/31/21 (e)	63,626		63,308
National Mentor Holdings, Inc. Tranche B, term loan 4.75% 1/31/21 (e)	19,940		19,940
Quintiles Transnational Corp. Tranche B 3LN, term loan 3.75% 6/8/18 (e)	25,000		24,906
Rural/Metro Corp. Tranche B, term loan 9% 6/30/18 (e)	5,093		4,810
Salix Pharmaceuticals Ltd. Tranche B, term loan 4.25% 1/2/20 (e)	29,205		29,351
Sheridan Healthcare, Inc. Tranche 1LN, term loan 4.5% 6/29/18 (e)	6,883		6,874
Sheridan Holdings, Inc. Trache 2LN, term loan 8.25% 12/18/21 (e)	16,185		16,348
Skilled Healthcare Group, Inc. term loan 6.75% 4/9/16 (e)	16,382		16,300
Team Health, Inc. Tranche B, term loan 3.75% 6/29/18 (e)	6,808		6,808
U.S. Renal Care, Inc.:
Tranche 2LN, term loan 8.5% 1/3/20 (e)	5,545		5,587
Tranche B 2LN, term loan 4.25% 7/3/19 (e)	30,064		30,026
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Healthcare - continued
Universal Health Services, Inc. Tranche A, term loan 1.7321% 11/15/15 (e)	$ 10,393		$ 10,367
Valeant Pharmaceuticals International:
Tranche BC 2LN, term loan 3.75% 12/11/19 (e)	30,535		30,535
Tranche BD 2LN, term loan 3.75% 2/13/19 (e)	51,511		51,447
			1,900,096
Homebuilders/Real Estate - 0.7%
CBRE Group, Inc. Tranche B, term loan 2.9018% 3/28/21 (e)	20,006		19,906
RE/MAX LLC Tranche B, term loan 4% 7/31/20 (e)	6,502		6,502
Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (e)	3,324		3,316
Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (e)	81,182		80,776
			110,500
Hotels - 3.3%
Four Seasons Holdings, Inc.:
Tranche 2LN, term loan 6.25% 12/27/20 (e)	15,420		15,613
Tranche B 1LN, term loan 3.5% 6/27/20 (e)	51,140		50,756
Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (e)	297,779		296,662
La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 4% 4/14/21 (e)	134,990		134,315
Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (e)	40,309		40,410
			537,756
Insurance - 0.2%
CNO Financial Group, Inc. Tranche B 2LN, term loan 3.75% 9/28/18 (e)	16,861		16,882
HUB International Ltd. Tranche B 1LN, term loan 4.25% 10/2/20 (e)	17,500		17,456
			34,338
Leisure - 0.7%
ClubCorp Club Operations, Inc. Tranche B, term loan 4% 7/24/20 (e)	23,912		23,792
Planet Fitness Holdings, LLC. Tranche B, term loan 4.75% 3/31/21 (e)	19,750		19,701
SeaWorld Parks & Entertainment, Inc. Tranche B 2LN, term loan 3% 5/14/20 (e)	46,707		45,717
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Leisure - continued
Seminole Hard Rock Entertainment, Inc. Tranche B, term loan 3.5% 5/14/20 (e)	$ 9,612		$ 9,540
Six Flags, Inc. Tranche B, term loan 3.5011% 12/20/18 (e)	14,707		14,652
			113,402
Metals/Mining - 4.2%
Alpha Natural Resources, Inc. Tranche B, term loan 3.5% 5/22/20 (e)	22,600		21,781
Ameriforge Group, Inc.:
Tranche B 1LN, term loan 5% 1/25/20 (e)	12,569		12,632
Tranche B 2LN, term loan 8.75% 1/25/21 (e)	3,000		3,060
Doncasters Group, LLC Tranche B 1LN, term loan 4.5% 4/9/20 (e)	28,500		28,429
Fairmount Minerals Ltd. Tranche B 2LN, term loan 4.5% 9/5/19 (e)	21,604		21,658
Fortescue Metals Group Ltd. Tranche B, term loan 4.25% 6/30/19 (e)	279,483		277,736
Murray Energy Corp. Tranche B 1LN, term loan 5.25% 12/5/19 (e)	51,810		52,328
Novelis, Inc. Tranche B, term loan 3.75% 3/10/17 (e)	50,072		50,012
Oxbow Carbon LLC:
Tranche 2LN, term loan 8% 1/19/20 (e)	20,000		20,300
Tranche B 1LN, term loan 4.25% 7/19/19 (e)	12,359		12,359
Peabody Energy Corp. Tranche B, term loan 4.25% 9/24/20 (e)	69,650		69,650
U.S. Silica Co. Tranche B, term loan 4% 7/23/20 (e)	24,277		24,277
Walter Energy, Inc. Tranche B, term loan 7.25% 4/1/18 (e)	96,873		92,998
			687,220
Paper - 0.0%
Bear Island Paper Co. LLC Tranche B 2LN, term loan 13% 9/13/17	232		185
Publishing/Printing - 2.0%
Cengage Learning Acquisitions, Inc. Tranche 1LN, term loan 7% 3/31/20 (e)	50,410		51,166
Cenveo Corp. Tranche B, term loan 6.25% 2/13/17 (e)	8,529		8,507
Dex Media East LLC term loan 6% 12/31/16 (e)	5,757		4,059
Dex Media West LLC/Dex Media West Finance Co. term loan 8% 12/31/16 (e)	1,312		1,056
Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (e)	88,956		85,064
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Publishing/Printing - continued
Harland Clarke Holdings Corp. Tranche B 4LN, term loan 6% 8/4/19 (e)	$ 17,584		$ 17,628
Houghton Mifflin Harcourt Publishing, Inc. Tranche B, term loan 4.25% 5/22/18 (e)	19,860		19,885
McGraw-Hill Global Education Holdings, LLC Tranche B, term loan 5.75% 3/22/19 (e)	16,096		16,207
Newsday LLC Tranche A, term loan 3.6503% 10/12/16 (e)	11,077		11,082
Springer Science+Business Media Deutschland GmbH Tranche B 2LN, term loan 5% 8/14/20 (e)	109,900		110,038
			324,692
Restaurants - 0.6%
Burger King Corp. Tranche B, term loan 3.75% 9/28/19 (e)	23,191		23,191
Dunkin Brands, Inc. Tranche B 4LN, term loan 3.25% 2/7/21 (e)	55,000		54,519
Focus Brands, Inc. Trancher B 1LN, term loan 4.2525% 2/21/18 (e)	4,781		4,781
Landry's Restaurants, Inc. Tranche B, term loan 4% 4/24/18 (e)	9,371		9,364
NPC International, Inc. Tranche B, term loan 4% 12/28/18 (e)	4,955		4,949
			96,804
Services - 3.6%
ARAMARK Corp.:
Credit-Linked Deposit 3.7306% 7/26/16 (e)	3,579		3,552
Tranche F, term loan 3.25% 2/24/21 (e)	75,000		74,063
3.7306% 7/26/16 (e)	4,666		4,654
Avis Budget Group, Inc. Tranche B, term loan 3% 3/15/19 (e)	14,850		14,794
Bright Horizons Family Solutions, Inc. Tranche B, term loan 4% 1/30/20 (e)	23,325		23,296
Coinmach Service Corp. Tranche B, term loan 4.25% 11/14/19 (e)	51,002		50,938
EFS Cogen Holdings I LLC Tranche B, term loan 3.75% 12/17/20 (e)	19,687		19,736
Filtration Group Corp.:
Tranche 2LN, term loan 8.25% 11/21/21 (e)	5,500		5,589
Tranche B 1LN, term loan 4.5% 11/21/20 (e)	7,875		7,905
Hertz Corp.:
Tranche B 2LN, term loan 3% 3/11/18 (e)	62,671		62,201
Tranche B, term loan 3.75% 3/11/18 (e)	22,632		22,632
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Services - continued
Interactive Data Corp. Tranche B 2LN, term loan 3.75% 2/11/18 (e)	$ 32,496		$ 32,577
Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (e)	97,276		96,060
Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (e)	53,000		52,205
Nord Anglia Education Tranche B, term loan 4.5% 3/21/21 (e)	23,000		22,971
Redtop Acquisitions Ltd.:
Tranche 2LN, term loan 8.25% 6/3/21 (e)	4,988		5,137
Tranche B 1LN, term loan 4.5% 12/3/20 (e)	11,007		11,049
ServiceMaster Co.:
term loan 4.25% 1/31/17 (e)	55,350		55,280
Tranche B2, term loan 4.41% 1/31/17 (e)	21,610		21,583
The Geo Group, Inc. Tranche B, term loan 3.25% 4/3/20 (e)	5,940		5,933
			592,155
Shipping - 0.7%
CEVA Group PLC:
Tranche B, term loan 6.5% 3/19/21 (e)	24,066		23,705
Tranche C, term loan 6.5% 3/19/21 (e)	8,944		8,809
Harvey Gulf International Tranche B, term loan 5.5% 6/18/20 (e)	33,353		32,769
Swift Transportation Co. LLC Tranche B 2LN, term loan 4% 12/21/17 (e)	17,561		17,605
YRC Worldwide, Inc. Tranche B, term loan 8% 2/13/19 (e)	27,431		27,637
			110,525
Super Retail - 3.2%
Academy Ltd. Tranche B, term loan 4.5% 8/3/18 (e)	27,117		27,117
Bass Pro Group LLC Tranche B, term loan 3.75% 11/20/19 (e)	24,285		24,225
BJ's Wholesale Club, Inc.:
Tranche 2LN, term loan 8.5% 3/31/20 (e)	20,110		20,638
Tranche B 1LN, term loan 4.5% 9/26/19 (e)	62,808		62,808
General Nutrition Centers, Inc. Tranche B, term loan 3.25% 3/4/19 (e)	57,955		57,448
J. Crew Group, Inc. Tranche B LN, term loan 4% 3/5/21 (e)	45,160		44,880
JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (e)	83,047		82,216
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Super Retail - continued
PETCO Animal Supplies, Inc. term loan 4% 11/24/17 (e)	$ 40,357		$ 40,357
Pilot Travel Centers LLC:
Tranche B 2LN, term loan 4.25% 8/7/19 (e)	19,069		19,189
Tranche B, term loan 3.75% 3/30/18 (e)	1,909		1,916
Sears Holdings Corp. Tranche ABL, term loan 5.5% 6/30/18 (e)	128,254		129,536
Serta Simmons Holdings, LLC Tranche B, term loan 4.25% 10/1/19 (e)	12,605		12,589
Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (e)	7,416		7,398
			530,317
Technology - 10.5%
Activision Blizzard, Inc. Tranche B, term loan 3.25% 10/11/20 (e)	132,210		132,210
Ancestry.com, Inc.:
Tranche B 2LN, term loan 4% 5/15/18 (e)	9,790		9,790
Tranche B, term loan 4.5% 12/28/18 (e)	32,415		32,496
Applied Systems, Inc.:
Tranche B 1LN, term loan 4.25% 1/23/21 (e)	14,254		14,236
Tranche B 2LN, term loan 7.5% 1/23/22 (e)	3,630		3,675
Avago Technologies, Inc. Tranche B, term loan 4/16/21 (g)	63,785		64,104
BMC Software Finance, Inc. Tranche B, term loan:
5% 9/10/20 (e)	32,050		31,849
5% 9/10/20 (e)	188,981		188,036
Ceridian Corp. Tranche B, term loan 4.4018% 5/9/17 (e)	24,546		24,546
CompuCom Systems, Inc. Tranche B, term loan 4.25% 5/9/20 (e)	36,544		36,453
Computer Discount Warehouse (CDW) LLC, Tranche B, term loan 3.25% 4/29/20 (e)	57,207		56,563
Dealer Computer Services, Inc. Tranche BA 2LN, term loan 2.1503% 4/21/16 (e)	13,808		13,877
Dell International LLC Tranche B, term loan 4.5% 4/29/20 (e)	200,993		200,751
Fibertech Networks, LLC Tranche B 1LN, term loan 4% 12/18/19 (e)	18,010		17,987
First Data Corp.:
term loan:
3.6523% 3/24/17 (e)	118,529		117,937
4.1523% 3/24/18 (e)	99,079		98,584
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Technology - continued
First Data Corp.: - continued
Tranche B, term loan 4.1523% 9/24/18 (e)	$ 53,162		$ 52,896
Freescale Semiconductor, Inc. Tranche B 4LN, term loan 4.25% 3/1/20 (e)	76,369		76,273
Generac Power Systems, Inc. Tranche B, term loan 3.25% 5/31/20 (e)	67,872		67,363
Genesys Telecommunications Laboratories, Inc. Tranche B, term loan 4.5% 11/13/20 (e)	5,057		5,070
Genpact Ltd. Tranche B, term loan 3.5% 8/30/19 (e)	13,826		13,791
Go Daddy Operating Co., LLC Tranche B 3LN, term loan 4% 12/17/18 (e)	15,890		15,830
GXS Group, Inc. Tranche B, term loan 3.25% 1/16/21 (e)	16,958		16,915
Infor U.S., Inc.:
Tranche B 3LN, term loan 3.75% 6/3/20 (e)	24,675		24,490
Tranche B 5LN, term loan 3.75% 6/3/20 (e)	58,853		58,488
Information Resources, Inc. Tranche B, term loan 4.75% 9/30/20 (e)	19,900		19,926
ION Trading Technologies Ltd.:
Tranche 1LN, term loan 4.5% 5/22/20 (e)	39,881		39,682
Tranche 2LN, term loan 8.25% 5/22/21 (e)	13,454		13,487
Kronos, Inc.:
Tranche 2LN, term loan 9.75% 4/30/20 (e)	29,845		30,743
Tranche B 1LN, term loan 4.5% 10/30/19 (e)	41,647		41,491
Nuance Communications, Inc. Tranche C, term loan 2.91% 8/7/19 (e)	28,604		28,103
Renaissance Learning, Inc.:
Tranche 1LN, term loan 4.5% 4/9/21 (e)	24,500		24,378
Tranche 2LN, term loan 8% 4/9/22 (e)	11,500		11,443
Rovi Corp. Tranche A, term loan 2.66% 2/7/16 (e)	3,006		2,991
Sophia L.P. Tranche B 1LN, term loan 4% 7/19/18 (e)	7,478		7,525
SunGard Data Systems, Inc.:
Tranche C, term loan 3.9025% 2/28/17 (e)	32,706		32,761
Tranche E, term loan 4% 3/8/20 (e)	54,917		55,054
Syniverse Holdings, Inc. Tranche B, term loan:
4% 4/23/19 (e)	9,598		9,574
4% 4/23/19 (e)	19,390		19,342
			1,710,710
Telecommunications - 5.0%
Altice Financing SA Tranche B, term loan 5.5% 6/24/19 (e)	160,664		162,873
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Telecommunications - continued
Consolidated Communications, Inc. Tranche B, term loan 4.25% 12/23/20 (e)	$ 14,484		$ 14,484
Crown Castle Operating Co. Tranche B 2LN, term loan 3.25% 1/31/21 (e)	104,997		104,997
Digicel International Finance Ltd. Tranche D 1LN, term loan 3.75% 3/31/17 (e)	9,000		8,955
DigitalGlobe, Inc. Tranche B, term loan 3.75% 1/31/20 (e)	14,464		14,482
FairPoint Communications, Inc. Tranche B, term loan 7.5% 2/14/19 (e)	18,322		18,872
Genesys Telecom Holdings U.S., Inc. Tranche B, term loan 4% 2/8/20 (e)	24,812		24,595
Integra Telecom Holdings, Inc. Tranche B, term loan 5.25% 2/22/19 (e)	12,870		12,902
Intelsat Jackson Holdings SA Tranche B 2LN, term loan 3.75% 6/30/19 (e)	132,070		132,242
Level 3 Financing, Inc.:
Tranche B 3LN, term loan 4% 8/1/19 (e)	13,330		13,363
Tranche B 4LN, term loan 4% 1/15/20 (e)	85,500		85,714
LTS Buyer LLC:
Tranche 2LN, term loan 8% 4/11/21 (e)	3,868		3,897
Tranche B 1LN, term loan 4% 4/11/20 (e)	33,416		33,249
SBA Senior Finance II, LLC term loan 3.25% 3/24/21 (e)	35,000		34,825
Securus Technologies Holdings, Inc.:
Tranche 2LN, term loan 9% 4/30/21 (e)	4,635		4,670
Tranche B 1LN, term loan 4.75% 4/30/20 (e)	40,164		40,014
Telesat Holding, Inc. Tranche B, term loan 3.5% 3/28/19 (e)	69,300		69,127
Windstream Corp. Tranche B 4LN, term loan 3.5% 1/23/20 (e)	34,563		34,303
			813,564
Textiles & Apparel - 0.3%
Party City Holdings, Inc. Tranche B LN, term loan 4% 7/27/19 (e)	45,192		45,022
TOTAL BANK LOAN OBLIGATIONS (Cost $14,280,619)		14,325,734
Nonconvertible Bonds - 6.9%
	Principal Amount (000s)		Value (000s)
Air Transportation - 0.1%
Continental Airlines, Inc.:
6.125% 4/29/18 (c)	$ 3,000		$ 3,195
9.25% 5/10/17	1,829		2,067
			5,262
Automotive - 0.3%
General Motors Acceptance Corp. 2.4361% 12/1/14 (e)	40,000		40,152
Banks & Thrifts - 1.0%
Ally Financial, Inc.:
2.9079% 7/18/16 (e)	75,000		76,830
3.125% 1/15/16	4,000		4,080
4.625% 6/26/15	4,000		4,151
Bank of America Corp. 1.0536% 3/22/16 (e)	5,000		5,033
GMAC LLC 2.4361% 12/1/14 (e)	70,187		70,592
			160,686
Broadcasting - 0.2%
AMC Networks, Inc. 4.75% 12/15/22	6,600		6,584
Clear Channel Communications, Inc. 9% 12/15/19	8,677		9,241
Starz LLC/Starz Finance Corp. 5% 9/15/19	9,000		9,326
Univision Communications, Inc. 6.75% 9/15/22 (c)	5,368		5,905
			31,056
Building Materials - 0.1%
CEMEX S.A.B. de CV 4.9765% 10/15/18 (c)(e)	10,000		10,525
HD Supply, Inc. 7.5% 7/15/20	10,000		10,825
			21,350
Cable TV - 0.5%
CCO Holdings LLC/CCO Holdings Capital Corp.:
5.125% 2/15/23	17,065		16,660
5.25% 3/15/21	13,070		13,315
Cequel Communications Escrow I LLC/Cequel Communications Escrow Capital Corp. 6.375% 9/15/20 (c)	10,815		11,329
Lynx I Corp. 5.375% 4/15/21 (c)	5,000		5,125
Numericable Group SA 4.875% 5/15/19 (c)(d)	27,120		27,391
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5.5% 1/15/23 (c)	7,000		7,070
Virgin Media Finance PLC 4.875% 2/15/22	2,000		1,815
			82,705
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
Capital Goods - 0.0%
Shale-Inland Holdings LLC/Shale-Inland Finance Corp. 8.75% 11/15/19 (c)	$ 3,000		$ 3,090
Chemicals - 0.0%
Nufarm Australia Ltd. 6.375% 10/15/19 (c)	5,000		5,163
Containers - 0.5%
Ardagh Packaging Finance PLC 7.375% 10/15/17 (c)	5,439		5,765
Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc. 7.375% 10/15/17 (c)	10,736		11,367
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:
5.75% 10/15/20	58,325		60,658
7.125% 4/15/19	5,000		5,275
			83,065
Diversified Financial Services - 0.7%
CIT Group, Inc.:
4.75% 2/15/15 (c)	14,000		14,368
5% 5/15/17	7,000		7,481
Citigroup, Inc. 1.1888% 7/25/16 (e)	10,000		10,107
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:
3.5% 3/15/17 (c)	18,720		18,860
4.875% 3/15/19 (c)	15,000		15,206
International Lease Finance Corp.:
2.1834% 6/15/16 (e)	29,485		29,780
3.875% 4/15/18	7,000		7,105
4.875% 4/1/15	4,000		4,125
6.25% 5/15/19	10,000		11,038
			118,070
Diversified Media - 0.1%
Clear Channel Worldwide Holdings, Inc.:
6.5% 11/15/22	5,130		5,463
6.5% 11/15/22	13,870		14,841
			20,304
Electric Utilities - 0.3%
Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:
10% 12/1/20 (c)	32,605		34,521
12% 3/1/22 (c)	11,000		13,090
NRG Energy, Inc. 6.625% 3/15/23	4,000		4,180
			51,791
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
Energy - 0.4%
Access Midstream Partners LP/ACMP Finance Corp. 4.875% 5/15/23	$ 7,000		$ 7,088
Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp.:
5.875% 8/1/23	3,000		2,963
6.625% 10/1/20	5,645		5,984
Chesapeake Energy Corp. 3.4677% 4/15/19 (e)	29,720		30,017
Northern Tier Energy LLC/Northern Tier Finance Corp. 7.125% 11/15/20	4,000		4,290
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375% 8/1/22	4,492		4,806
Western Refining, Inc. 6.25% 4/1/21	5,305		5,517
			60,665
Entertainment/Film - 0.1%
Cinemark U.S.A., Inc. 5.125% 12/15/22	3,185		3,185
Regal Entertainment Group 5.75% 2/1/25	3,090		3,059
			6,244
Food/Beverage/Tobacco - 0.0%
ESAL GmbH 6.25% 2/5/23 (c)	4,000		3,820
Gaming - 0.1%
MCE Finance Ltd. 5% 2/15/21 (c)	10,000		9,975
Healthcare - 0.3%
Community Health Systems, Inc. 5.125% 8/15/18	10,755		11,306
DaVita HealthCare Partners, Inc. 5.75% 8/15/22	8,235		8,719
HCA Holdings, Inc. 3.75% 3/15/19	25,000		25,188
Tenet Healthcare Corp. 4.75% 6/1/20	8,680		8,723
			53,936
Homebuilders/Real Estate - 0.1%
CBRE Group, Inc. 5% 3/15/23	17,990		18,125
Leisure - 0.0%
Six Flags Entertainment Corp. 5.25% 1/15/21 (c)	4,000		4,040
Metals/Mining - 0.1%
CONSOL Energy, Inc. 8% 4/1/17	6,475		6,748
Peabody Energy Corp. 6% 11/15/18	5,000		5,313
			12,061
Services - 0.1%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 2.9861% 12/1/17 (c)(e)	14,410		14,464
TransUnion Holding Co., Inc. 9.625% 6/15/18 pay-in-kind (e)	3,000		3,161
			17,625
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
Technology - 0.4%
Brocade Communications Systems, Inc. 4.625% 1/15/23	$ 7,235		$ 6,928
First Data Corp. 6.75% 11/1/20 (c)	39,130		41,771
NXP BV/NXP Funding LLC:
5.75% 2/15/21 (c)	14,760		15,609
5.75% 3/15/23 (c)	5,000		5,288
			69,596
Telecommunications - 1.5%
Altice Financing SA:
6.5% 1/15/22 (c)	7,240		7,584
7.875% 12/15/19 (c)	4,000		4,368
Columbus International, Inc. 7.375% 3/30/21 (c)	14,535		15,189
DigitalGlobe, Inc. 5.25% 2/1/21	3,905		3,807
Intelsat Jackson Holdings SA 6.625% 12/15/22 (Reg. S)	20,000		20,550
iPCS, Inc. 3.4876% 5/1/14 pay-in-kind (e)	69,150		69,150
Level 3 Financing, Inc. 3.8459% 1/15/18 (c)(e)	15,000		15,225
Sprint Capital Corp.:
6.875% 11/15/28	4,000		3,950
6.9% 5/1/19	5,000		5,488
Sprint Communications, Inc.:
6% 11/15/22	30,000		30,225
9% 11/15/18 (c)	3,000		3,656
Telesat Canada/Telesat LLC 6% 5/15/17 (c)	3,000		3,101
Verizon Communications, Inc.:
1.7634% 9/15/16 (e)	20,000		20,582
1.9841% 9/14/18 (e)	35,000		36,954
			239,829
TOTAL NONCONVERTIBLE BONDS (Cost $1,084,851)		1,118,610

Common Stocks - 0.2%
	Shares
Broadcasting - 0.0%
Cumulus Media, Inc. Class A (a)	229,315		1,470
ION Media Networks, Inc. (a)	2,842		1,919
			3,389
Chemicals - 0.2%
LyondellBasell Industries NV Class A	245,943		22,750
Common Stocks - continued
	Shares		Value (000s)
Diversified Financial Services - 0.0%
Newhall Holding Co. LLC Class A (a)	289,870		$ 638
Electric Utilities - 0.0%
Calpine Corp. (a)	20,715		475
Entertainment/Film - 0.0%
MGM Holdings, Inc. (a)	71,585		5,288
Hotels - 0.0%
Tropicana Las Vegas Hotel & Casino, Inc. Class A (a)	48,650		1,771
Paper - 0.0%
White Birch Cayman Holdings Ltd. (a)	12,570		0
Publishing/Printing - 0.0%
Houghton Mifflin Harcourt Co. warrants 6/22/19 (a)(i)	13,699		21
Telecommunications - 0.0%
FairPoint Communications, Inc. (a)	34,287		468
TOTAL COMMON STOCKS (Cost $18,492)		34,800
Other - 0.0%

Other - 0.0%
Idearc, Inc. Claim (a) (Cost $0)	1,888,944		0
Money Market Funds - 6.8%

Fidelity Cash Central Fund, 0.11% (b) (Cost $1,112,943)	1,112,943,074		1,112,943
TOTAL INVESTMENT PORTFOLIO - 101.7% (Cost $16,496,905)			16,592,087
NET OTHER ASSETS (LIABILITIES) - (1.7)%			(274,085)
NET ASSETS - 100%		$ 16,318,002

Legend

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $336,060,000 or 2.1% of net assets.

(d) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(e) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(f) Remaining maturities of bank loan obligations may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

(g) The coupon rate will be determined upon settlement of the loan after period end.

(h) Position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $3,960,000 and $4,019,000, respectively. The coupon rate will be determined at time of settlement.

(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 $21,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Houghton Mifflin Harcourt Co. warrants 6/22/19	6/22/12	$ 26

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	$ 726

Other Information

The following is a summary of the inputs used, as of April 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 10,469	$ 6,758	$ -	$ 3,711
Financials	638	-	-	638
Materials	22,750	22,750	-	-
Telecommunication Services	468	468	-	-
Utilities	475	475	-	-
Bank Loan Obligations	14,325,734	-	14,220,249	105,485
Corporate Bonds	1,118,610	-	1,118,610	-
Other	-	-	-	-
Money Market Funds	1,112,943	1,112,943	-	-
Total Investments in Securities:	$ 16,592,087	$ 1,143,394	$ 15,338,859	$ 109,834

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

United States of America	89.5%
Luxembourg	2.6%
Australia	2.2%
Netherlands	1.8%
Germany	1.0%
Others (Individually Less Than 1%)	2.9%
	100.0%

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 amounts)	April 30, 2014

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $15,383,962)	$ 15,479,144
Fidelity Central Funds (cost $1,112,943)	1,112,943
Total Investments (cost $16,496,905)		$ 16,592,087
Cash		124,084
Receivable for investments sold		140,061
Receivable for fund shares sold		16,367
Dividends receivable		172
Interest receivable		60,723
Distributions receivable from Fidelity Central Funds		116
Prepaid expenses		13
Total assets		16,933,623

Liabilities
Payable for investments purchased Regular delivery	$ 517,938
Delayed delivery	27,120
Payable for fund shares redeemed	48,863
Distributions payable	10,637
Accrued management fee	7,692
Distribution and service plan fees payable	1,200
Other affiliated payables	1,919
Other payables and accrued expenses	252
Total liabilities		615,621

Net Assets		$ 16,318,002
Net Assets consist of:
Paid in capital		$ 16,146,128
Undistributed net investment income		131,240
Accumulated undistributed net realized gain (loss) on investments		(54,548)
Net unrealized appreciation (depreciation) on investments		95,182
Net Assets		$ 16,318,002

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	April 30, 2014

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($1,627,663 ÷ 163,358 shares)		$ 9.96

Maximum offering price per share (100/97.25 of $9.96)		$ 10.24
Class T: Net Asset Value and redemption price per share ($269,089 ÷ 27,046 shares)		$ 9.95

Maximum offering price per share (100/97.25 of $9.95)		$ 10.23
Class B: Net Asset Value and offering price per share ($20,406 ÷ 2,051 shares)^A		$ 9.95

Class C: Net Asset Value and offering price per share ($942,110 ÷ 94,575 shares)^A		$ 9.96

Fidelity Floating Rate High Income Fund: Net Asset Value, offering price and redemption price per share ($9,775,458 ÷ 982,430 shares)		$ 9.95

Institutional Class: Net Asset Value, offering price and redemption price per share ($3,683,276 ÷ 370,457 shares)		$ 9.94

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended April 30, 2014

Investment Income
Dividends		$ 1,729
Interest		324,203
Income from Fidelity Central Funds		726
Total income		326,658

Expenses
Management fee	$ 45,515
Transfer agent fees	10,444
Distribution and service plan fees	7,315
Accounting fees and expenses	913
Custodian fees and expenses	92
Independent trustees' compensation	31
Registration fees	405
Audit	88
Legal	32
Miscellaneous	55
Total expenses before reductions	64,890
Expense reductions	(31)	64,859
Net investment income (loss)		261,799
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		16,624
Change in net unrealized appreciation (depreciation) on investment securities		(20,313)
Net gain (loss)		(3,689)
Net increase (decrease) in net assets resulting from operations		$ 258,110

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 April 30, 2014	Year ended October 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 261,799	$ 410,895
Net realized gain (loss)	16,624	72,218
Change in net unrealized appreciation (depreciation)	(20,313)	9,078
Net increase (decrease) in net assets resulting from operations	258,110	492,191
Distributions to shareholders from net investment income	(252,800)	(375,589)
Distributions to shareholders from net realized gain	(57,139)	(52,959)
Total distributions	(309,939)	(428,548)
Share transactions - net increase (decrease)	904,590	4,793,436
Redemption fees	356	916
Total increase (decrease) in net assets	853,117	4,857,995

Net Assets
Beginning of period	15,464,885	10,606,890
End of period (including undistributed net investment income of $131,240 and undistributed net investment income of $122,241, respectively)	$ 16,318,002	$ 15,464,885

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

Semiannual Report

Financial Highlights - Class A

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.99	$ 9.94	$ 9.73	$ 9.79	$ 9.31	$ 8.00
Income from Investment Operations
Net investment income (loss)^E	.153	.310	.340	.317	.391	.354
Net realized and unrealized gain (loss)	-^I	.070	.195	(.080)	.425	1.232
Total from investment operations	.153	.380	.535	.237	.816	1.586
Distributions from net investment income	(.147)	(.282)	(.325)	(.298)	(.287)	(.278)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.183)	(.331)	(.325)	(.298)	(.337)	(.278)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.96	$ 9.99	$ 9.94	$ 9.73	$ 9.79	$ 9.31
Total Return^{B, C, D}	1.54%	3.89%	5.60%	2.46%	8.96%	20.31%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.99%^A	.99%	.99%	1.00%	1.03%	1.05%
Expenses net of fee waivers, if any	.99%^A	.99%	.99%	1.00%	1.03%	1.05%
Expenses net of all reductions	.99%^A	.99%	.99%	1.00%	1.03%	1.04%
Net investment income (loss)	3.08%^A	3.11%	3.47%	3.25%	4.11%	4.09%
Supplemental Data
Net assets, end of period (in millions)	$ 1,628	$ 1,681	$ 1,305	$ 1,587	$ 1,064	$ 518
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

^C Total returns would have been lower if certain expenses had not been reduced during the applicable 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 any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30	$ 8.00
Income from Investment Operations
Net investment income (loss)^E	.148	.299	.330	.312	.391	.349
Net realized and unrealized gain (loss)	-^I	.071	.195	(.070)	.416	1.228
Total from investment operations	.148	.370	.525	.242	.807	1.577
Distributions from net investment income	(.142)	(.272)	(.315)	(.293)	(.288)	(.279)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.178)	(.321)	(.315)	(.293)	(.338)	(.279)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.95	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30
Total Return^{B, C, D}	1.50%	3.79%	5.50%	2.51%	8.87%	20.20%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.08%^A	1.09%	1.09%	1.05%	1.02%	1.04%
Expenses net of fee waivers, if any	1.08%^A	1.09%	1.09%	1.05%	1.02%	1.04%
Expenses net of all reductions	1.08%^A	1.09%	1.09%	1.05%	1.02%	1.04%
Net investment income (loss)	2.99%^A	3.01%	3.37%	3.19%	4.12%	4.10%
Supplemental Data
Net assets, end of period (in millions)	$ 269	$ 272	$ 241	$ 271	$ 242	$ 143
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30	$ 7.99
Income from Investment Operations
Net investment income (loss)^E	.126	.256	.288	.266	.341	.305
Net realized and unrealized gain (loss)	-^I	.071	.195	(.070)	.416	1.238
Total from investment operations	.126	.327	.483	.196	.757	1.543
Distributions from net investment income	(.120)	(.229)	(.273)	(.247)	(.238)	(.235)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.156)	(.278)	(.273)	(.247)	(.288)	(.235)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.95	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30
Total Return^{B, C, D}	1.27%	3.35%	5.05%	2.03%	8.30%	19.74%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.52%^A	1.52%	1.52%	1.52%	1.55%	1.56%
Expenses net of fee waivers, if any	1.52%^A	1.52%	1.52%	1.52%	1.55%	1.55%
Expenses net of all reductions	1.52%^A	1.52%	1.52%	1.52%	1.55%	1.55%
Net investment income (loss)	2.55%^A	2.58%	2.94%	2.72%	3.59%	3.59%
Supplemental Data
Net assets, end of period (in millions)	$ 20	$ 23	$ 24	$ 32	$ 43	$ 44
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.99	$ 9.94	$ 9.73	$ 9.78	$ 9.31	$ 8.00
Income from Investment Operations
Net investment income (loss)^E	.115	.235	.267	.244	.321	.288
Net realized and unrealized gain (loss)	-^I	.070	.195	(.070)	.415	1.235
Total from investment operations	.115	.305	.462	.174	.736	1.523
Distributions from net investment income	(.109)	(.207)	(.252)	(.225)	(.217)	(.215)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.145)	(.256)	(.252)	(.225)	(.267)	(.215)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.96	$ 9.99	$ 9.94	$ 9.73	$ 9.78	$ 9.31
Total Return^{B, C, D}	1.16%	3.11%	4.81%	1.80%	8.05%	19.43%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.74%^A	1.74%	1.74%	1.74%	1.76%	1.78%
Expenses net of fee waivers, if any	1.74%^A	1.74%	1.74%	1.74%	1.76%	1.78%
Expenses net of all reductions	1.74%^A	1.74%	1.74%	1.74%	1.76%	1.78%
Net investment income (loss)	2.32%^A	2.35%	2.72%	2.50%	3.38%	3.35%
Supplemental Data
Net assets, end of period (in millions)	$ 942	$ 960	$ 806	$ 852	$ 622	$ 335
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Fidelity Floating Rate High Income Fund

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30	$ 8.00
Income from Investment Operations
Net investment income (loss)^D	.167	.337	.368	.345	.418	.377
Net realized and unrealized gain (loss)	-^H	.071	.195	(.070)	.417	1.225
Total from investment operations	.167	.408	.563	.275	.835	1.602
Distributions from net investment income	(.161)	(.310)	(.353)	(.326)	(.316)	(.304)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.197)	(.359)	(.353)	(.326)	(.366)	(.304)
Redemption fees added to paid in capital^D	-^H	.001	-^H	.001	.001	.002
Net asset value, end of period	$ 9.95	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30
Total Return^{B, C}	1.69%	4.19%	5.91%	2.86%	9.18%	20.55%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.70%^A	.70%	.71%	.71%	.73%	.75%
Expenses net of fee waivers, if any	.70%^A	.70%	.71%	.71%	.73%	.75%
Expenses net of all reductions	.70%^A	.70%	.71%	.71%	.73%	.75%
Net investment income (loss)	3.37%^A	3.39%	3.75%	3.53%	4.41%	4.39%
Supplemental Data
Net assets, end of period (in millions)	$ 9,775	$ 8,882	$ 5,720	$ 5,399	$ 3,566	$ 2,354
Portfolio turnover rate^F	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

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

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

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

^H Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.97	$ 9.92	$ 9.71	$ 9.77	$ 9.29	$ 7.99
Income from Investment Operations
Net investment income (loss)^D	.164	.332	.363	.341	.415	.379
Net realized and unrealized gain (loss)	-^H	.071	.196	(.079)	.427	1.221
Total from investment operations	.164	.403	.559	.262	.842	1.600
Distributions from net investment income	(.158)	(.305)	(.349)	(.323)	(.313)	(.302)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.194)	(.354)	(.349)	(.323)	(.363)	(.302)
Redemption fees added to paid in capital^D	-^H	.001	-^H	.001	.001	.002
Net asset value, end of period	$ 9.94	$ 9.97	$ 9.92	$ 9.71	$ 9.77	$ 9.29
Total Return^{B, C}	1.66%	4.15%	5.87%	2.72%	9.27%	20.54%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.75%^A	.75%	.75%	.75%	.76%	.77%
Expenses net of fee waivers, if any	.75%^A	.75%	.75%	.75%	.76%	.77%
Expenses net of all reductions	.75%^A	.75%	.75%	.75%	.76%	.77%
Net investment income (loss)	3.32%^A	3.34%	3.71%	3.50%	4.38%	4.36%
Supplemental Data
Net assets, end of period (in millions)	$ 3,683	$ 3,646	$ 2,510	$ 1,992	$ 1,138	$ 469
Portfolio turnover rate^F	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

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

^H Amount represents less than $.001 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Floating Rate High Income Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Fidelity Floating Rate High Income Fund and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

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

3. Significant Accounting Policies.

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

Semiannual Report

3. Significant Accounting Policies - continued

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and bank loan obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2014 is included at the end of the Fund's Schedule of Investments.

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. The Fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, consent fees and prepayment fees. These fees are recorded as Interest in the accompanying financial statements.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation	$ 179,763
Gross unrealized depreciation	(52,316)
Net unrealized appreciation (depreciation) on securities and other investments	$ 127,447

Tax cost	$ 16,464,640

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of prior fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (12,891)

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

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

Semiannual Report

3. Significant Accounting Policies - continued

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

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

4. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of bank loan obligations), other than short-term securities, aggregated $5,872,626 and $4,460,329, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .11% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .56% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 2,092	$ 124
Class T	-%	.25%	340	4
Class B	.55%	.15%	77	61
Class C	.75%	.25%	4,806	950
			$ 7,315	$ 1,139

Sales Load. FDC may receive a front-end sales charge of up to 2.75% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 3.50% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% or .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

	Retained by FDC
Class A	$ 48
Class T	9
Class B*	12
Class C*	55
	$ 124

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

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 1,220	.15
Class T	322	.24
Class B	25	.23
Class C	711	.15
Fidelity Floating Rate High Income Fund	5,135	.11
Institutional Class	3,031	.16
	$ 10,444

* Annualized

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $15 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Expense Reductions.

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

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $5.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended April 30, 2014	Year ended October 31, 2013
From net investment income
Class A	$ 24,588	$ 41,401
Class T	3,874	7,141
Class B	265	529
Class C	10,511	18,030
Fidelity Floating Rate High Income Fund	153,718	214,851
Institutional Class	59,844	93,637
Total	$ 252,800	$ 375,589
From net realized gain
Class A	$ 6,085	$ 6,467
Class T	983	1,176
Class B	81	117
Class C	3,472	3,997
Fidelity Floating Rate High Income Fund	33,019	28,516
Institutional Class	13,499	12,686
Total	$ 57,139	$ 52,959

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended April 30, 2014	Year ended October 31, 2013	Six months ended April 30, 2014	Year ended October 31, 2013
Class A
Shares sold	22,875	75,563	$ 228,535	$ 753,535
Reinvestment of distributions	2,525	3,658	25,210	36,455
Shares redeemed	(30,277)	(42,208)	(302,453)	(421,018)
Net increase (decrease)	(4,877)	37,013	$ (48,708)	$ 368,972
Class T
Shares sold	2,607	10,009	$ 26,018	$ 99,597
Reinvestment of distributions	439	727	4,371	7,232
Shares redeemed	(3,290)	(7,688)	(32,819)	(76,547)
Net increase (decrease)	(244)	3,048	$ (2,430)	$ 30,282

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9. Share Transactions - continued

	Shares		Dollars
	Six months ended April 30, 2014	Year ended October 31, 2013	Six months ended April 30, 2014	Year ended October 31, 2013
Class B
Shares sold	160	663	$ 1,596	$ 6,596
Reinvestment of distributions	28	50	281	495
Shares redeemed	(448)	(851)	(4,465)	(8,474)
Net increase (decrease)	(260)	(138)	$ (2,588)	$ (1,383)
Class C
Shares sold	8,291	30,392	$ 82,814	$ 303,076
Reinvestment of distributions	1,055	1,609	10,532	16,022
Shares redeemed	(10,838)	(17,011)	(108,232)	(169,644)
Net increase (decrease)	(1,492)	14,990	$ (14,886)	$ 149,454
Fidelity Floating Rate High Income Fund
Shares sold	207,340	483,346	$ 2,068,584	$ 4,812,772
Reinvestment of distributions	15,374	20,114	153,243	200,158
Shares redeemed	(130,141)	(189,555)	(1,297,625)	(1,887,500)
Net increase (decrease)	92,573	313,905	$ 924,202	$ 3,125,430
Institutional Class
Shares sold	71,292	203,411	$ 710,772	$ 2,024,367
Reinvestment of distributions	4,045	5,909	40,291	58,759
Shares redeemed	(70,435)	(96,688)	(702,063)	(962,445)
Net increase (decrease)	4,902	112,632	$ 49,000	$ 1,120,681

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.

Semiannual Report

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Floating Rate High Income Fund (the Fund), a fund of Fidelity Advisor Series I, including the schedule of investments, as of April 30, 2014, and the related statement of operations for the six months then ended, the statements of changes in net assets for the six months ended April 30, 2014 and for the year ended October 31, 2013, and the financial highlights for the six months ended April 30, 2014 and for each of the five years in the period ended October 31, 2013. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2014, by correspondence with the custodians, agent banks and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Floating Rate High Income Fund as of April 30, 2014, the results of its operations for the six months then ended, the changes in its net assets for the six months ended April 30, 2014 and for the year ended October 31, 2013, and the financial highlights for the six months ended April 30, 2014 and for each of the five years in the period ended October 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 18, 2014

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

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

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)

AFR-USAN-0614
1.784877.111

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

Floating Rate High Income

Fund - Institutional Class

Semiannual Report

April 30, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value November 1, 2013	Ending Account Value April 30, 2014	Expenses Paid During Period* November 1, 2013 to April 30, 2014
Class A	.99%
Actual		$ 1,000.00	$ 1,015.40	$ 4.95
Hypothetical^A		$ 1,000.00	$ 1,019.89	$ 4.96
Class T	1.08%
Actual		$ 1,000.00	$ 1,015.00	$ 5.40
Hypothetical^A		$ 1,000.00	$ 1,019.44	$ 5.41
Class B	1.52%
Actual		$ 1,000.00	$ 1,012.70	$ 7.59
Hypothetical^A		$ 1,000.00	$ 1,017.26	$ 7.60
Class C	1.74%
Actual		$ 1,000.00	$ 1,011.60	$ 8.68
Hypothetical^A		$ 1,000.00	$ 1,016.17	$ 8.70
Fidelity Floating Rate High Income Fund	.70%
Actual		$ 1,000.00	$ 1,016.90	$ 3.50
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.51
Institutional Class	.75%
Actual		$ 1,000.00	$ 1,016.60	$ 3.75
Hypothetical^A		$ 1,000.00	$ 1,021.08	$ 3.76

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Holdings as of April 30, 2014
(by issuer, excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
HCA Holdings, Inc.	3.2	3.2
Community Health Systems, Inc.	2.7	2.1
H.J. Heinz Co.	2.6	2.6
First Data Corp.	1.9	2.0
Hilton Worldwide Finance, LLC	1.8	2.4
	12.2
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Healthcare	11.9	12.3
Technology	10.9	10.4
Telecommunications	6.5	6.5
Gaming	5.8	3.8
Electric Utilities	5.5	6.6

Quality Diversification (% of fund's net assets)
As of April 30, 2014		As of October 31, 2013
	BBB 5.9%		BBB 5.2%
	BB 38.8%		BB 45.0%
	B 42.5%		B 34.9%
	CCC,CC,C 2.8%		CCC,CC,C 2.5%
	D 0.0%^†		D 0.0%^†
	Not Rated 4.7%		Not Rated 3.2%
	Other Investments 0.2%		Other Investments 0.2%
	Short-Term Investments and Net Other Assets 5.1%		Short-Term Investments and Net Other Assets 9.0%

ang645994

^† Amount represents less than 0.1%
Asset Allocation (% of fund's net assets)
As of April 30, 2014*			As of October 31, 2013**
	Bank Loan Obligations 87.8%			Bank Loan Obligations 83.0%
	Nonconvertible Bonds 6.9%			Nonconvertible Bonds 7.8%
	Common Stocks 0.2%			Common Stocks 0.2%
	Short-Term Investments and Net Other Assets (Liabilities) 5.1%			Short-Term Investments and Net Other Assets (Liabilities) 9.0%
* Foreign investments		10.5%	** Foreign investments		10.0%

ang646004

Semiannual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Bank Loan Obligations (f) - 87.8%
	Principal Amount (000s)		Value (000s)
Aerospace - 0.9%
TransDigm, Inc. Tranche C, term loan 3.75% 2/28/20 (e)	$ 144,883		$ 144,339
Air Transportation - 0.2%
Delta Air Lines, Inc. Tranche B 1LN, term loan 3.5% 10/18/18 (e)	13,875		13,805
U.S. Airways, Inc. Tranche B 2LN, term loan 3% 11/23/16 (e)	25,000		24,938
			38,743
Automotive - 1.8%
Affinia Group, Inc. Tranche B 2LN, term loan 4.75% 4/25/20 (e)	14,287		14,287
Allison Transmission, Inc. Tranche B 3LN, term loan 3.75% 8/23/19 (e)	7,739		7,739
Chrysler Group LLC:
term loan 3.25% 12/31/18 (e)	54,000		53,460
Tranche B, term loan 3.5% 5/24/17 (e)	81,665		81,563
Federal-Mogul Corp. Tranche C, term loan 4.75% 4/15/21 (e)	20,000		19,875
North American Lifting Holdings, Inc.:
Tranche 1LN, term loan 5.5% 11/27/20 (e)	16,958		17,063
Tranche 2LN, term loan 10% 11/27/21 (e)	24,370		24,340
Schaeffler AG Tranche C, term loan 4.25% 1/27/17 (e)	41,000		41,154
The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 4.75% 4/30/19 (e)	16,000		16,120
Tower Automotive Holdings U.S.A. LLC term loan 4% 4/23/20 (e)	26,746		26,612
			302,213
Broadcasting - 2.8%
Clear Channel Capital I LLC Tranche B, term loan 3.8003% 1/29/16 (e)	88,025		87,365
Clear Channel Communications, Inc. Tranche D, term loan 6.9003% 1/30/19 (e)	68,720		68,119
ION Media Networks, Inc. Tranche B, term loan 5% 12/18/20 (e)	28,928		29,072
Nielsen Finance LLC Tranche B 2LN, term loan 3.152% 4/15/21 (e)	80,000		80,000
Nine Entertainment Co. Tranche B, term loan 3.25% 2/5/20 (e)	14,865		14,642
TWCC Holding Corp. term loan 3.5% 2/11/17 (e)	66,020		65,071
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Broadcasting - continued
Univision Communications, Inc.:
Tranche C 3LN, term loan 4% 3/1/20 (e)	$ 9,900		$ 9,838
Tranche C 4LN, term loan 4% 3/1/20 (e)	104,124		103,473
			457,580
Building Materials - 0.8%
American Builders & Contractors Supply Co., Inc. Tranche B, term loan 3.5% 4/16/20 (e)	34,909		34,821
Armstrong World Industries, Inc. Tranche B, term loan 3.5% 3/15/20 (e)	23,710		23,710
Continental Building Products Tranche B 1LN, term loan 4.75% 8/28/20 (e)	15,880		15,880
Pinafore LLC Tranche B 2LN, term loan 3.75% 9/21/16 (e)	42,091		42,038
Ply Gem Industries, Inc. Tranche B, term loan 4% 2/1/21 (e)	7,095		7,024
			123,473
Cable TV - 4.9%
Atlantic Broad Tranche B, term loan 3.25% 11/30/19 (e)	27,395		27,121
CCO Holdings, LLC Tranche 3LN, term loan 2.6503% 9/6/14 (e)	69,097		68,903
Cequel Communications LLC Tranche B, term loan 3.5% 2/14/19 (e)	122,966		122,351
Charter Communications Operating LLC:
Tranche E, term loan 3% 7/1/20 (e)	48,963		48,289
Tranche F, term loan 3% 1/3/21 (e)	94,709		93,289
CSC Holdings LLC Tranche B, term loan 2.6503% 4/17/20 (e)	133,327		131,500
Numericable LLC:
Tranche B 1LN, term loan 4/23/20 (g)	40,187		40,137
Tranche B 2LN, term loan 4/23/20 (g)	34,768		34,724
RCN Telecom Services, LLC Tranche B, term loan 4.5% 3/1/20 (e)	6,775		6,775
UPC Broadband Holding BV Tranche AH, term loan 3.25% 6/30/21 (e)	34,000		33,660
Virgin Media Finance PLC Tranche B, term loan 3.5% 6/7/20 (e)	55,000		54,450
WideOpenWest Finance LLC Tranche B, term loan 4.75% 4/1/19 (e)	32,670		32,752
Ziggo B.V.:
Tranche B 1LN, term loan:
1/15/22 (g)	2,063		2,027
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Cable TV - continued
Ziggo B.V.: - continued
3.25% 1/15/22 (e)	$ 35,286		$ 34,668
Tranche B 2LN, term loan:
1/15/22 (g)	1,934		1,900
3.25% 1/15/22 (e)	22,134		21,747
Tranche B 3LN, term loan 1/15/22 (g)	39,583		38,891
			793,184
Capital Goods - 0.3%
Doncasters PLC Tranche B 2LN, term loan 9.5% 10/9/20 (e)	7,862		8,019
SRAM LLC. Tranche B, term loan 4.0092% 4/10/20 (e)	40,271		39,667
			47,686
Chemicals - 1.0%
Cyanco Intermediate Corp. Tranche B, term loan 5.5% 5/1/20 (e)	30,482		30,558
Emerald Performance Materials, LLC Tranche B, term loan 6.75% 5/18/18 (e)	2,948		2,948
MacDermid, Inc. Tranche B 1LN, term loan 4% 6/7/20 (e)	39,548		39,449
Royal Adhesives & Sealants LLC Tranche B 1LN, term loan 5.5% 7/31/18 (e)	15,547		15,586
Tata Chemicals North America, Inc. Tranche B, term loan 3.75% 8/9/20 (e)	12,903		12,838
U.S. Coatings Acquisition, Inc. Tranche B, term loan 4% 2/1/20 (e)	54,588		54,451
			155,830
Consumer Products - 1.1%
Jarden Corp. Tranche B, term loan 2.7162% 3/31/18 (e)	16,037		16,037
Kate Spade & Co. Tranche B, term loan 4/10/21 (g)	17,965		17,965
NBTY, Inc. Tranche B 2LN, term loan 3.5% 10/1/17 (e)	14,179		14,161
Revlon Consumer Products Corp.:
term loan 4% 8/19/19 (e)	30,923		30,884
Tranche B, term loan 3.25% 11/19/17 (e)	13,500		13,483
Spotless Holdings Ltd. Tranche B 1LN, term loan 5% 10/2/18 (e)	16,859		16,922
Sun Products Corp. Tranche B, term loan 5.5125% 3/23/20 (e)	15,210		14,488
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Consumer Products - continued
Tempur Sealy International, Inc. Tranche B, term loan 3.5% 3/18/20 (e)	$ 18,924		$ 18,807
Wilsonart LLC Tranche B, term loan 4% 10/31/19 (e)	42,861		42,433
			185,180
Containers - 2.1%
Ardagh Holdings U.S.A., Inc. Tranche B, term loan:
4% 12/17/19 (e)	55,630		55,352
4.25% 12/17/19 (e)	17,481		17,394
Berlin Packaging, LLC:
Tranche 1LN, term loan 4.75% 4/3/19 (e)	7,532		7,561
Tranche 2LN, term loan 8.75% 4/3/20 (e)	3,855		3,937
Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (e)	15,000		14,888
Berry Plastics Group, Inc. term loan 3.5% 2/8/20 (e)	110,106		109,005
BWAY Holding Co. Tranche B, term loan 4.5% 8/6/17 (e)	15,148		15,186
Consolidated Container Co. Tranche B, term loan 5% 7/3/19 (e)	8,845		8,857
Multi Packaging Solutions, Inc. term loan 4.25% 9/30/20 (e)	7,000		6,983
Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4% 12/1/18 (e)	95,112		95,112
Tricorbraun, Inc. Tranche B, term loan 4% 5/3/18 (e)	3,804		3,783
			338,058
Diversified Financial Services - 2.6%
AlixPartners LLP Tranche B 2LN, term loan 4% 7/10/20 (e)	19,750		19,701
Delos Finance SARL Tranche B LN, term loan 3.5% 3/6/21 (e)	51,095		51,095
Energy & Minerals Group Tranche B, term loan 4.75% 3/27/20 (e)	14,920		14,920
Fly Funding II Sarl Tranche B, term loan 4.5% 8/9/19 (e)	14,906		14,981
Flying Fortress, Inc. term loan 3.5% 6/30/17 (e)	97,833		97,833
HarbourVest Partners LLC Tranche B, term loan 3.25% 2/4/21 (e)	15,366		15,241
Home Loan Servicing Solutions Ltd. Tranche B, term loan 4.5% 6/27/20 (e)	14,639		14,639
LPL Holdings, Inc. Tranche B, term loan 3.25% 3/29/19 (e)	32,846		32,682
Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (e)	8,000		8,190
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Diversified Financial Services - continued
Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (e)	$ 30,616		$ 30,769
Sheridan Investment Partners I, LLC Tranche B 2LN, term loan 4.25% 10/1/19 (e)	20,181		20,231
Star West Generation LLC Tranche B, term loan 4.25% 3/13/20 (e)	22,770		22,713
TransUnion LLC Tranche B, term loan 4% 4/9/21 (e)	77,500		77,113
			420,108
Diversified Media - 0.6%
Advanstar Communications, Inc. Tranche B 1LN, term loan 5.5% 4/29/19 (e)	8,415		8,489
McGraw-Hill School Education Tranche B, term loan 6.25% 12/18/19 (e)	18,454		18,546
Media General, Inc. Tranche B. term loan 4.25% 7/31/20 (e)	23,810		23,839
WMG Acquisition Corp. term loan 3.75% 7/1/20 (e)	55,712		55,434
			106,308
Electric Utilities - 5.2%
Alinta Energy Finance Pty. Ltd. Tranche B, term loan:
8/13/18 (h)	3,960		4,019
6.375% 8/13/19 (e)	60,222		61,125
Calpine Construction Finance Co. LP:
Tranche B 1LN, term loan 3% 5/3/20 (e)	85,127		83,105
Tranche B 2LN, term loan 3.25% 1/31/22 (e)	54,325		53,170
Calpine Corp.:
Tranche B 2LN, term loan 4% 4/1/18 (e)	11,714		11,744
Tranche B 3LN, term loan 4% 10/9/19 (e)	29,562		29,562
Tranche B, term loan 4% 4/1/18 (e)	108,374		108,645
Dynegy, Inc. Tranche B 2LN, term loan 4% 4/23/20 (e)	25,765		25,765
EquiPower Resources Holdings LLC:
Tranche B 1LN, term loan 4.25% 12/21/18 (e)	23,750		23,780
Tranche C, term loan 4.25% 12/31/19 (e)	32,210		32,210
Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (e)	16,032		16,032
InterGen NV Tranche B, term loan 5.5% 6/13/20 (e)	33,662		33,999
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (e)	82,393		82,393
NRG Energy, Inc. Tranche B, term loan 2.75% 7/1/18 (e)	83,589		82,544
Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (e)	23,496		22,615
The AES Corp. Tranche B, term loan 3.75% 6/1/18 (e)	65,286		65,534
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Electric Utilities - continued
Topaz Power Holdings, LLC Tranche B, term loan 5.25% 2/26/20 (e)	$ 35,787		$ 34,892
TXU Energy LLC Tranche B, term loan:
3.7369% 10/10/14 (e)	10,052		7,602
4.7369% 10/10/17 (e)	66,622		50,383
USIC Holdings, Inc. Tranche B, term loan 4% 7/10/20 (e)	16,376		16,172
Windsor Financing, LLC Tranche B, term loan 6.25% 12/5/17 (e)	2,772		2,841
			848,132
Energy - 4.2%
Alon U.S.A. Partners LP term loan 9.25% 11/26/18 (e)	8,778		9,107
Atlantic Power Ltd. Partnership Tranche B LN, term loan 4.75% 2/24/21 (e)	35,915		36,050
Atlas Energy LP Tranche B, term loan 6.5% 7/31/19 (e)	8,069		8,211
Empire Generating Co. LLC:
Tranche B, term loan 5.25% 3/14/21 (e)	29,675		29,786
Tranche C, term loan 5.25% 3/14/21 (e)	2,070		2,078
EP Energy LLC term loan 4.5% 4/30/19 (e)	1,500		1,500
Everest Acquisition LLC Tranche B 3LN, term loan 3.5% 5/24/18 (e)	42,333		42,069
ExGen Renewables I, LLC Tranche B term loan 5.25% 2/6/21 (e)	16,154		16,356
Fieldwood Energy, LLC:
Tranche 2LN, term loan 8.375% 9/30/20 (e)	140,755		144,978
Tranche B 1LN, term loan 3.875% 9/30/18 (e)	39,825		39,725
GIM Channelview Cogeneration LLC Tranche B, term loan 4.25% 5/8/20 (e)	12,401		12,417
MRC Global, Inc. Tranche B, term loan 4.75% 11/9/19 (e)	44,750		44,920
Northeast Wind Capital II, LLC Tranche B, term loan 5% 11/14/20 (e)	14,467		14,612
Offshore Group Investment Ltd. Tranche B, term loan 5% 10/25/17 (e)	18,546		18,407
Pacific Drilling SA Tranche B, term loan 4.5% 6/3/18 (e)	24,470		24,439
Panda Sherman Power, LLC term loan 9% 9/14/18 (e)	5,000		5,113
Panda Temple Power, LLC term loan 7.25% 4/3/19 (e)	11,000		11,289
Ruby Western Pipeline Holdings LLC Tranche B, term loan 3.5% 3/27/20 (e)	30,509		30,432
Samson Investment Co. Tranche B 2LN, term loan 5% 9/25/18 (e)	42,280		42,069
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Energy - continued
Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (e)	$ 19,950		$ 19,726
Sheridan Investment Partners I term loan 4.25% 12/16/20 (e)	51,090		51,090
Sheridan Production Partners I:
Tranche A, term loan 4.25% 12/16/20 (e)	7,107		7,107
Tranche M, term loan 4.25% 12/16/20 (e)	2,651		2,651
TPF II LC LLC Tranche B, term loan 6.5% 8/21/19 (e)	26,394		26,624
Vantage Drilling Co. Tranche B, term loan 5.75% 3/28/19 (e)	14,850		14,776
Western Refining, Inc. Tranche B, term loan 4.25% 11/12/20 (e)	26,289		26,355
			681,887
Entertainment/Film - 1.1%
AMC Entertainment, Inc. Tranche B, term loan 3.5% 4/30/20 (e)	24,762		24,731
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (e)	26,660		26,560
Cinemark U.S.A., Inc. Tranche B, term loan 3.16% 12/18/19 (e)	14,713		14,731
Digital Cinema Implementation Partners,LLC Tranche B, term loan 3.25% 5/17/21 (e)	62,509		61,884
Live Nation Entertainment, Inc. Tranche B, term loan 3.5% 8/16/20 (e)	19,358		19,213
William Morris Endeavor Entertainment, LLC. Tranche B 1LN, term loan 5/1/21 (g)	35,000		34,825
			181,944
Environmental - 0.7%
ADS Waste Holdings, Inc. Tranche B 2LN, term loan 3.75% 10/9/19 (e)	35,550		35,372
Darling International, Inc. Tranche B, term loan 3.25% 1/6/21 (e)	22,085		21,975
Tervita Corp. Tranche B 1LN, term loan 6.25% 5/15/18 (e)	24,767		24,427
The Brickman Group, Ltd.:
Tranche 2LN, term loan 7.5% 12/18/21 (e)	5,690		5,775
Tranche B 1LN, term loan 4% 12/18/20 (e)	21,676		21,621
WTG Holdings III Corp. Tranche B 1LN, term loan 4.75% 1/15/21 (e)	10,973		10,945
			120,115
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Food & Drug Retail - 1.4%
Albertson's LLC:
Tranche B 1LN, term loan 4.25% 3/21/16 (e)	$ 17,676		$ 17,676
Tranche B 2LN, term loan 4.75% 3/21/19 (e)	9,536		9,547
Ferrara Candy Co., Inc. Tranche B, term loan 7.5% 6/18/18 (e)	21,582		20,287
Performance Food Group, Inc. Tranche 2LN, term loan 6.25% 11/14/19 (e)	7,343		7,416
PRA Holdings, Inc. Tranche B, term loan 4.5% 9/23/20 (e)	21,890		21,616
Rite Aid Corp.:
Tranche 2 LN2, term loan 4.875% 6/21/21 (e)	25,210		25,462
Tranche 2LN, term loan 5.75% 8/21/20 (e)	13,590		13,879
Tranche B 7LN, term loan 3.5% 2/21/20 (e)	48,136		48,076
Roundys Supermarket, Inc. Tranche B LN, term loan 5.75% 3/3/21 (e)	20,000		20,025
Sprouts Farmers Market LLC Tranche B, term loan 4% 4/23/20 (e)	23,124		23,126
SUPERVALU, Inc. Tranche B, term loan 4.5% 3/21/19 (e)	14,729		14,674
			221,784
Food/Beverage/Tobacco - 3.8%
AdvancePierre Foods, Inc. Tranche 2LN, term loan 9.5% 10/10/17 (e)	3,000		2,918
Arysta Lifescience SPC LLC:
Tranche B 1LN, term loan 4.5% 5/29/20 (e)	42,677		42,624
Tranche B 2LN, term loan 8.25% 11/30/20 (e)	25,000		25,438
Big Heart Pet Brands Tranche B LN, term loan 3.5% 3/8/20 (e)	50,000		49,375
H.J. Heinz Co.:
Tranche B 1LN, term loan 3.25% 6/7/19 (e)	24,813		24,844
Tranche B 2LN, term loan 3.5% 6/7/20 (e)	402,350		404,350
JBS U.S.A. LLC Tranche B, term loan 3.75% 5/25/18 (e)	19,242		19,242
Michael Foods, Inc. Tranche B, term loan 4.25% 2/25/18 (e)	8,671		8,671
OSI Restaurant Partners LLC Tranche B, term loan 3.5% 10/26/19 (e)	49,333		49,241
			626,703
Gaming - 5.7%
Bally Technologies, Inc. Tranche B, term loan 4.25% 11/25/20 (e)	29,581		29,618
Boyd Gaming Corp. Tranche B, term loan 4% 8/14/20 (e)	26,498		26,498
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Gaming - continued
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (e)	$ 258,260		$ 259,551
Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 4/10/21 (g)	96,605		96,363
CityCenter Holdings LLC Tranche B, term loan 5% 10/16/20 (e)	73,162		73,527
Golden Nugget, Inc. Tranche B, term loan:
5.5% 11/21/19 (e)	46,238		47,221
5.5% 11/21/19 (e)	19,816		20,237
Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (e)	9,000		9,383
Las Vegas Sands LLC Tranche B, term loan 3.25% 12/19/20 (e)	59,850		59,476
MGM Mirage, Inc. Tranche B, term loan 3.5% 12/20/19 (e)	109,491		108,812
Mohegan Tribal Gaming Authority Tranche B, term loan 5.5% 11/19/19 (e)	29,770		30,187
Motor City Casino Tranche B, term loan 5% 3/1/17 (e)	4,336		4,309
Pinnacle Entertainment, Inc. Tranche B 2LN, term loan 3.75% 8/13/20 (e)	29,161		29,089
Scientific Games Corp. Tranche B, term loan 4.25% 10/18/20 (e)	78,803		78,605
Seminole Tribe of Florida Tranche B, term loan 3% 4/29/20 (e)	13,680		13,646
Shingle Springs Tribal Gaming Authority Tranche B, term loan 6.25% 8/29/19 (e)	8,038		8,239
Station Casinos LLC Tranche B, term loan 4.25% 3/1/20 (e)	16,300		16,280
Yonkers Racing Corp. Tranche B 1LN, term loan 4.25% 8/20/19 (e)	14,429		14,140
			925,181
Healthcare - 11.6%
Akorn, Inc. Tranche B, term loan 4.5% 4/17/21 (e)	24,415		24,415
Alkermes, Inc. term loan 3.5% 9/25/19 (e)	13,573		13,557
Biomet, Inc. Term B 2LN, term loan 3.6612% 7/25/17 (e)	41,576		41,630
Carestream Health, Inc. Tranche B 1LN, term loan 5% 6/7/19 (e)	70,307		70,658
Community Health Systems, Inc.:
Tranche D, term loan 4.25% 1/27/21 (e)	334,876		335,713
Tranche E, term loan 3.4686% 1/25/17 (e)	82,663		82,456
DaVita HealthCare Partners, Inc.:
Tranche A, term loan 2.91% 10/20/15 (e)	38,978		38,880
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Healthcare - continued
DaVita HealthCare Partners, Inc.: - continued
Tranche B 2LN, term loan 4% 11/1/19 (e)	$ 55,065		$ 55,272
Tranche B, term loan 4.5% 10/20/16 (e)	84,685		84,897
Drumm Investors LLC Tranche B, term loan 5% 5/4/18 (e)	76,978		76,208
Emergency Medical Services Corp. Tranche B, term loan 4% 5/25/18 (e)	36,553		36,621
Grifols, S.A. Tranche B, term loan 3.1503% 2/27/21 (e)	50,000		49,875
HCA Holdings, Inc.:
Tranche A 4LN, term loan 2.6503% 2/2/16 (e)	292,736		292,005
Tranche B 4LN, term loan 2.9836% 5/1/18 (e)	35,870		35,827
Tranche B 5LN, term loan 2.9003% 3/31/17 (e)	155,891		155,891
HCR Healthcare LLC Tranche B, term loan 5% 4/6/18 (e)	36,145		35,422
IASIS Healthcare LLC Tranche B 2LN, term loan 4.5% 5/3/18 (e)	34,563		34,563
Ikaria, Inc.:
Tranche 2LN, term loan 8.75% 2/12/22 (e)	6,510		6,576
Tranche B 1LN, term loan 5% 2/12/21 (e)	40,680		40,782
Jazz Pharmaceuticals, Inc. Tranche B 2LN, term loan 3.25% 6/12/18 (e)	8,997		8,986
Millennium Labs, LLC Tranche B, term loan 5.25% 4/16/21 (e)	58,330		58,111
MModal, Inc. Tranche B, term loan 9% 8/17/19 (e)	6,511		5,144
MPH Acquisition Holdings LLC Tranche B, term loan 4% 3/31/21 (e)	63,626		63,308
National Mentor Holdings, Inc. Tranche B, term loan 4.75% 1/31/21 (e)	19,940		19,940
Quintiles Transnational Corp. Tranche B 3LN, term loan 3.75% 6/8/18 (e)	25,000		24,906
Rural/Metro Corp. Tranche B, term loan 9% 6/30/18 (e)	5,093		4,810
Salix Pharmaceuticals Ltd. Tranche B, term loan 4.25% 1/2/20 (e)	29,205		29,351
Sheridan Healthcare, Inc. Tranche 1LN, term loan 4.5% 6/29/18 (e)	6,883		6,874
Sheridan Holdings, Inc. Trache 2LN, term loan 8.25% 12/18/21 (e)	16,185		16,348
Skilled Healthcare Group, Inc. term loan 6.75% 4/9/16 (e)	16,382		16,300
Team Health, Inc. Tranche B, term loan 3.75% 6/29/18 (e)	6,808		6,808
U.S. Renal Care, Inc.:
Tranche 2LN, term loan 8.5% 1/3/20 (e)	5,545		5,587
Tranche B 2LN, term loan 4.25% 7/3/19 (e)	30,064		30,026
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Healthcare - continued
Universal Health Services, Inc. Tranche A, term loan 1.7321% 11/15/15 (e)	$ 10,393		$ 10,367
Valeant Pharmaceuticals International:
Tranche BC 2LN, term loan 3.75% 12/11/19 (e)	30,535		30,535
Tranche BD 2LN, term loan 3.75% 2/13/19 (e)	51,511		51,447
			1,900,096
Homebuilders/Real Estate - 0.7%
CBRE Group, Inc. Tranche B, term loan 2.9018% 3/28/21 (e)	20,006		19,906
RE/MAX LLC Tranche B, term loan 4% 7/31/20 (e)	6,502		6,502
Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (e)	3,324		3,316
Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (e)	81,182		80,776
			110,500
Hotels - 3.3%
Four Seasons Holdings, Inc.:
Tranche 2LN, term loan 6.25% 12/27/20 (e)	15,420		15,613
Tranche B 1LN, term loan 3.5% 6/27/20 (e)	51,140		50,756
Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (e)	297,779		296,662
La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 4% 4/14/21 (e)	134,990		134,315
Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (e)	40,309		40,410
			537,756
Insurance - 0.2%
CNO Financial Group, Inc. Tranche B 2LN, term loan 3.75% 9/28/18 (e)	16,861		16,882
HUB International Ltd. Tranche B 1LN, term loan 4.25% 10/2/20 (e)	17,500		17,456
			34,338
Leisure - 0.7%
ClubCorp Club Operations, Inc. Tranche B, term loan 4% 7/24/20 (e)	23,912		23,792
Planet Fitness Holdings, LLC. Tranche B, term loan 4.75% 3/31/21 (e)	19,750		19,701
SeaWorld Parks & Entertainment, Inc. Tranche B 2LN, term loan 3% 5/14/20 (e)	46,707		45,717
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Leisure - continued
Seminole Hard Rock Entertainment, Inc. Tranche B, term loan 3.5% 5/14/20 (e)	$ 9,612		$ 9,540
Six Flags, Inc. Tranche B, term loan 3.5011% 12/20/18 (e)	14,707		14,652
			113,402
Metals/Mining - 4.2%
Alpha Natural Resources, Inc. Tranche B, term loan 3.5% 5/22/20 (e)	22,600		21,781
Ameriforge Group, Inc.:
Tranche B 1LN, term loan 5% 1/25/20 (e)	12,569		12,632
Tranche B 2LN, term loan 8.75% 1/25/21 (e)	3,000		3,060
Doncasters Group, LLC Tranche B 1LN, term loan 4.5% 4/9/20 (e)	28,500		28,429
Fairmount Minerals Ltd. Tranche B 2LN, term loan 4.5% 9/5/19 (e)	21,604		21,658
Fortescue Metals Group Ltd. Tranche B, term loan 4.25% 6/30/19 (e)	279,483		277,736
Murray Energy Corp. Tranche B 1LN, term loan 5.25% 12/5/19 (e)	51,810		52,328
Novelis, Inc. Tranche B, term loan 3.75% 3/10/17 (e)	50,072		50,012
Oxbow Carbon LLC:
Tranche 2LN, term loan 8% 1/19/20 (e)	20,000		20,300
Tranche B 1LN, term loan 4.25% 7/19/19 (e)	12,359		12,359
Peabody Energy Corp. Tranche B, term loan 4.25% 9/24/20 (e)	69,650		69,650
U.S. Silica Co. Tranche B, term loan 4% 7/23/20 (e)	24,277		24,277
Walter Energy, Inc. Tranche B, term loan 7.25% 4/1/18 (e)	96,873		92,998
			687,220
Paper - 0.0%
Bear Island Paper Co. LLC Tranche B 2LN, term loan 13% 9/13/17	232		185
Publishing/Printing - 2.0%
Cengage Learning Acquisitions, Inc. Tranche 1LN, term loan 7% 3/31/20 (e)	50,410		51,166
Cenveo Corp. Tranche B, term loan 6.25% 2/13/17 (e)	8,529		8,507
Dex Media East LLC term loan 6% 12/31/16 (e)	5,757		4,059
Dex Media West LLC/Dex Media West Finance Co. term loan 8% 12/31/16 (e)	1,312		1,056
Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (e)	88,956		85,064
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Publishing/Printing - continued
Harland Clarke Holdings Corp. Tranche B 4LN, term loan 6% 8/4/19 (e)	$ 17,584		$ 17,628
Houghton Mifflin Harcourt Publishing, Inc. Tranche B, term loan 4.25% 5/22/18 (e)	19,860		19,885
McGraw-Hill Global Education Holdings, LLC Tranche B, term loan 5.75% 3/22/19 (e)	16,096		16,207
Newsday LLC Tranche A, term loan 3.6503% 10/12/16 (e)	11,077		11,082
Springer Science+Business Media Deutschland GmbH Tranche B 2LN, term loan 5% 8/14/20 (e)	109,900		110,038
			324,692
Restaurants - 0.6%
Burger King Corp. Tranche B, term loan 3.75% 9/28/19 (e)	23,191		23,191
Dunkin Brands, Inc. Tranche B 4LN, term loan 3.25% 2/7/21 (e)	55,000		54,519
Focus Brands, Inc. Trancher B 1LN, term loan 4.2525% 2/21/18 (e)	4,781		4,781
Landry's Restaurants, Inc. Tranche B, term loan 4% 4/24/18 (e)	9,371		9,364
NPC International, Inc. Tranche B, term loan 4% 12/28/18 (e)	4,955		4,949
			96,804
Services - 3.6%
ARAMARK Corp.:
Credit-Linked Deposit 3.7306% 7/26/16 (e)	3,579		3,552
Tranche F, term loan 3.25% 2/24/21 (e)	75,000		74,063
3.7306% 7/26/16 (e)	4,666		4,654
Avis Budget Group, Inc. Tranche B, term loan 3% 3/15/19 (e)	14,850		14,794
Bright Horizons Family Solutions, Inc. Tranche B, term loan 4% 1/30/20 (e)	23,325		23,296
Coinmach Service Corp. Tranche B, term loan 4.25% 11/14/19 (e)	51,002		50,938
EFS Cogen Holdings I LLC Tranche B, term loan 3.75% 12/17/20 (e)	19,687		19,736
Filtration Group Corp.:
Tranche 2LN, term loan 8.25% 11/21/21 (e)	5,500		5,589
Tranche B 1LN, term loan 4.5% 11/21/20 (e)	7,875		7,905
Hertz Corp.:
Tranche B 2LN, term loan 3% 3/11/18 (e)	62,671		62,201
Tranche B, term loan 3.75% 3/11/18 (e)	22,632		22,632
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Services - continued
Interactive Data Corp. Tranche B 2LN, term loan 3.75% 2/11/18 (e)	$ 32,496		$ 32,577
Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (e)	97,276		96,060
Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (e)	53,000		52,205
Nord Anglia Education Tranche B, term loan 4.5% 3/21/21 (e)	23,000		22,971
Redtop Acquisitions Ltd.:
Tranche 2LN, term loan 8.25% 6/3/21 (e)	4,988		5,137
Tranche B 1LN, term loan 4.5% 12/3/20 (e)	11,007		11,049
ServiceMaster Co.:
term loan 4.25% 1/31/17 (e)	55,350		55,280
Tranche B2, term loan 4.41% 1/31/17 (e)	21,610		21,583
The Geo Group, Inc. Tranche B, term loan 3.25% 4/3/20 (e)	5,940		5,933
			592,155
Shipping - 0.7%
CEVA Group PLC:
Tranche B, term loan 6.5% 3/19/21 (e)	24,066		23,705
Tranche C, term loan 6.5% 3/19/21 (e)	8,944		8,809
Harvey Gulf International Tranche B, term loan 5.5% 6/18/20 (e)	33,353		32,769
Swift Transportation Co. LLC Tranche B 2LN, term loan 4% 12/21/17 (e)	17,561		17,605
YRC Worldwide, Inc. Tranche B, term loan 8% 2/13/19 (e)	27,431		27,637
			110,525
Super Retail - 3.2%
Academy Ltd. Tranche B, term loan 4.5% 8/3/18 (e)	27,117		27,117
Bass Pro Group LLC Tranche B, term loan 3.75% 11/20/19 (e)	24,285		24,225
BJ's Wholesale Club, Inc.:
Tranche 2LN, term loan 8.5% 3/31/20 (e)	20,110		20,638
Tranche B 1LN, term loan 4.5% 9/26/19 (e)	62,808		62,808
General Nutrition Centers, Inc. Tranche B, term loan 3.25% 3/4/19 (e)	57,955		57,448
J. Crew Group, Inc. Tranche B LN, term loan 4% 3/5/21 (e)	45,160		44,880
JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (e)	83,047		82,216
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Super Retail - continued
PETCO Animal Supplies, Inc. term loan 4% 11/24/17 (e)	$ 40,357		$ 40,357
Pilot Travel Centers LLC:
Tranche B 2LN, term loan 4.25% 8/7/19 (e)	19,069		19,189
Tranche B, term loan 3.75% 3/30/18 (e)	1,909		1,916
Sears Holdings Corp. Tranche ABL, term loan 5.5% 6/30/18 (e)	128,254		129,536
Serta Simmons Holdings, LLC Tranche B, term loan 4.25% 10/1/19 (e)	12,605		12,589
Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (e)	7,416		7,398
			530,317
Technology - 10.5%
Activision Blizzard, Inc. Tranche B, term loan 3.25% 10/11/20 (e)	132,210		132,210
Ancestry.com, Inc.:
Tranche B 2LN, term loan 4% 5/15/18 (e)	9,790		9,790
Tranche B, term loan 4.5% 12/28/18 (e)	32,415		32,496
Applied Systems, Inc.:
Tranche B 1LN, term loan 4.25% 1/23/21 (e)	14,254		14,236
Tranche B 2LN, term loan 7.5% 1/23/22 (e)	3,630		3,675
Avago Technologies, Inc. Tranche B, term loan 4/16/21 (g)	63,785		64,104
BMC Software Finance, Inc. Tranche B, term loan:
5% 9/10/20 (e)	32,050		31,849
5% 9/10/20 (e)	188,981		188,036
Ceridian Corp. Tranche B, term loan 4.4018% 5/9/17 (e)	24,546		24,546
CompuCom Systems, Inc. Tranche B, term loan 4.25% 5/9/20 (e)	36,544		36,453
Computer Discount Warehouse (CDW) LLC, Tranche B, term loan 3.25% 4/29/20 (e)	57,207		56,563
Dealer Computer Services, Inc. Tranche BA 2LN, term loan 2.1503% 4/21/16 (e)	13,808		13,877
Dell International LLC Tranche B, term loan 4.5% 4/29/20 (e)	200,993		200,751
Fibertech Networks, LLC Tranche B 1LN, term loan 4% 12/18/19 (e)	18,010		17,987
First Data Corp.:
term loan:
3.6523% 3/24/17 (e)	118,529		117,937
4.1523% 3/24/18 (e)	99,079		98,584
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Technology - continued
First Data Corp.: - continued
Tranche B, term loan 4.1523% 9/24/18 (e)	$ 53,162		$ 52,896
Freescale Semiconductor, Inc. Tranche B 4LN, term loan 4.25% 3/1/20 (e)	76,369		76,273
Generac Power Systems, Inc. Tranche B, term loan 3.25% 5/31/20 (e)	67,872		67,363
Genesys Telecommunications Laboratories, Inc. Tranche B, term loan 4.5% 11/13/20 (e)	5,057		5,070
Genpact Ltd. Tranche B, term loan 3.5% 8/30/19 (e)	13,826		13,791
Go Daddy Operating Co., LLC Tranche B 3LN, term loan 4% 12/17/18 (e)	15,890		15,830
GXS Group, Inc. Tranche B, term loan 3.25% 1/16/21 (e)	16,958		16,915
Infor U.S., Inc.:
Tranche B 3LN, term loan 3.75% 6/3/20 (e)	24,675		24,490
Tranche B 5LN, term loan 3.75% 6/3/20 (e)	58,853		58,488
Information Resources, Inc. Tranche B, term loan 4.75% 9/30/20 (e)	19,900		19,926
ION Trading Technologies Ltd.:
Tranche 1LN, term loan 4.5% 5/22/20 (e)	39,881		39,682
Tranche 2LN, term loan 8.25% 5/22/21 (e)	13,454		13,487
Kronos, Inc.:
Tranche 2LN, term loan 9.75% 4/30/20 (e)	29,845		30,743
Tranche B 1LN, term loan 4.5% 10/30/19 (e)	41,647		41,491
Nuance Communications, Inc. Tranche C, term loan 2.91% 8/7/19 (e)	28,604		28,103
Renaissance Learning, Inc.:
Tranche 1LN, term loan 4.5% 4/9/21 (e)	24,500		24,378
Tranche 2LN, term loan 8% 4/9/22 (e)	11,500		11,443
Rovi Corp. Tranche A, term loan 2.66% 2/7/16 (e)	3,006		2,991
Sophia L.P. Tranche B 1LN, term loan 4% 7/19/18 (e)	7,478		7,525
SunGard Data Systems, Inc.:
Tranche C, term loan 3.9025% 2/28/17 (e)	32,706		32,761
Tranche E, term loan 4% 3/8/20 (e)	54,917		55,054
Syniverse Holdings, Inc. Tranche B, term loan:
4% 4/23/19 (e)	9,598		9,574
4% 4/23/19 (e)	19,390		19,342
			1,710,710
Telecommunications - 5.0%
Altice Financing SA Tranche B, term loan 5.5% 6/24/19 (e)	160,664		162,873
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Telecommunications - continued
Consolidated Communications, Inc. Tranche B, term loan 4.25% 12/23/20 (e)	$ 14,484		$ 14,484
Crown Castle Operating Co. Tranche B 2LN, term loan 3.25% 1/31/21 (e)	104,997		104,997
Digicel International Finance Ltd. Tranche D 1LN, term loan 3.75% 3/31/17 (e)	9,000		8,955
DigitalGlobe, Inc. Tranche B, term loan 3.75% 1/31/20 (e)	14,464		14,482
FairPoint Communications, Inc. Tranche B, term loan 7.5% 2/14/19 (e)	18,322		18,872
Genesys Telecom Holdings U.S., Inc. Tranche B, term loan 4% 2/8/20 (e)	24,812		24,595
Integra Telecom Holdings, Inc. Tranche B, term loan 5.25% 2/22/19 (e)	12,870		12,902
Intelsat Jackson Holdings SA Tranche B 2LN, term loan 3.75% 6/30/19 (e)	132,070		132,242
Level 3 Financing, Inc.:
Tranche B 3LN, term loan 4% 8/1/19 (e)	13,330		13,363
Tranche B 4LN, term loan 4% 1/15/20 (e)	85,500		85,714
LTS Buyer LLC:
Tranche 2LN, term loan 8% 4/11/21 (e)	3,868		3,897
Tranche B 1LN, term loan 4% 4/11/20 (e)	33,416		33,249
SBA Senior Finance II, LLC term loan 3.25% 3/24/21 (e)	35,000		34,825
Securus Technologies Holdings, Inc.:
Tranche 2LN, term loan 9% 4/30/21 (e)	4,635		4,670
Tranche B 1LN, term loan 4.75% 4/30/20 (e)	40,164		40,014
Telesat Holding, Inc. Tranche B, term loan 3.5% 3/28/19 (e)	69,300		69,127
Windstream Corp. Tranche B 4LN, term loan 3.5% 1/23/20 (e)	34,563		34,303
			813,564
Textiles & Apparel - 0.3%
Party City Holdings, Inc. Tranche B LN, term loan 4% 7/27/19 (e)	45,192		45,022
TOTAL BANK LOAN OBLIGATIONS (Cost $14,280,619)		14,325,734
Nonconvertible Bonds - 6.9%
	Principal Amount (000s)		Value (000s)
Air Transportation - 0.1%
Continental Airlines, Inc.:
6.125% 4/29/18 (c)	$ 3,000		$ 3,195
9.25% 5/10/17	1,829		2,067
			5,262
Automotive - 0.3%
General Motors Acceptance Corp. 2.4361% 12/1/14 (e)	40,000		40,152
Banks & Thrifts - 1.0%
Ally Financial, Inc.:
2.9079% 7/18/16 (e)	75,000		76,830
3.125% 1/15/16	4,000		4,080
4.625% 6/26/15	4,000		4,151
Bank of America Corp. 1.0536% 3/22/16 (e)	5,000		5,033
GMAC LLC 2.4361% 12/1/14 (e)	70,187		70,592
			160,686
Broadcasting - 0.2%
AMC Networks, Inc. 4.75% 12/15/22	6,600		6,584
Clear Channel Communications, Inc. 9% 12/15/19	8,677		9,241
Starz LLC/Starz Finance Corp. 5% 9/15/19	9,000		9,326
Univision Communications, Inc. 6.75% 9/15/22 (c)	5,368		5,905
			31,056
Building Materials - 0.1%
CEMEX S.A.B. de CV 4.9765% 10/15/18 (c)(e)	10,000		10,525
HD Supply, Inc. 7.5% 7/15/20	10,000		10,825
			21,350
Cable TV - 0.5%
CCO Holdings LLC/CCO Holdings Capital Corp.:
5.125% 2/15/23	17,065		16,660
5.25% 3/15/21	13,070		13,315
Cequel Communications Escrow I LLC/Cequel Communications Escrow Capital Corp. 6.375% 9/15/20 (c)	10,815		11,329
Lynx I Corp. 5.375% 4/15/21 (c)	5,000		5,125
Numericable Group SA 4.875% 5/15/19 (c)(d)	27,120		27,391
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5.5% 1/15/23 (c)	7,000		7,070
Virgin Media Finance PLC 4.875% 2/15/22	2,000		1,815
			82,705
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
Capital Goods - 0.0%
Shale-Inland Holdings LLC/Shale-Inland Finance Corp. 8.75% 11/15/19 (c)	$ 3,000		$ 3,090
Chemicals - 0.0%
Nufarm Australia Ltd. 6.375% 10/15/19 (c)	5,000		5,163
Containers - 0.5%
Ardagh Packaging Finance PLC 7.375% 10/15/17 (c)	5,439		5,765
Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc. 7.375% 10/15/17 (c)	10,736		11,367
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:
5.75% 10/15/20	58,325		60,658
7.125% 4/15/19	5,000		5,275
			83,065
Diversified Financial Services - 0.7%
CIT Group, Inc.:
4.75% 2/15/15 (c)	14,000		14,368
5% 5/15/17	7,000		7,481
Citigroup, Inc. 1.1888% 7/25/16 (e)	10,000		10,107
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:
3.5% 3/15/17 (c)	18,720		18,860
4.875% 3/15/19 (c)	15,000		15,206
International Lease Finance Corp.:
2.1834% 6/15/16 (e)	29,485		29,780
3.875% 4/15/18	7,000		7,105
4.875% 4/1/15	4,000		4,125
6.25% 5/15/19	10,000		11,038
			118,070
Diversified Media - 0.1%
Clear Channel Worldwide Holdings, Inc.:
6.5% 11/15/22	5,130		5,463
6.5% 11/15/22	13,870		14,841
			20,304
Electric Utilities - 0.3%
Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:
10% 12/1/20 (c)	32,605		34,521
12% 3/1/22 (c)	11,000		13,090
NRG Energy, Inc. 6.625% 3/15/23	4,000		4,180
			51,791
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
Energy - 0.4%
Access Midstream Partners LP/ACMP Finance Corp. 4.875% 5/15/23	$ 7,000		$ 7,088
Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp.:
5.875% 8/1/23	3,000		2,963
6.625% 10/1/20	5,645		5,984
Chesapeake Energy Corp. 3.4677% 4/15/19 (e)	29,720		30,017
Northern Tier Energy LLC/Northern Tier Finance Corp. 7.125% 11/15/20	4,000		4,290
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375% 8/1/22	4,492		4,806
Western Refining, Inc. 6.25% 4/1/21	5,305		5,517
			60,665
Entertainment/Film - 0.1%
Cinemark U.S.A., Inc. 5.125% 12/15/22	3,185		3,185
Regal Entertainment Group 5.75% 2/1/25	3,090		3,059
			6,244
Food/Beverage/Tobacco - 0.0%
ESAL GmbH 6.25% 2/5/23 (c)	4,000		3,820
Gaming - 0.1%
MCE Finance Ltd. 5% 2/15/21 (c)	10,000		9,975
Healthcare - 0.3%
Community Health Systems, Inc. 5.125% 8/15/18	10,755		11,306
DaVita HealthCare Partners, Inc. 5.75% 8/15/22	8,235		8,719
HCA Holdings, Inc. 3.75% 3/15/19	25,000		25,188
Tenet Healthcare Corp. 4.75% 6/1/20	8,680		8,723
			53,936
Homebuilders/Real Estate - 0.1%
CBRE Group, Inc. 5% 3/15/23	17,990		18,125
Leisure - 0.0%
Six Flags Entertainment Corp. 5.25% 1/15/21 (c)	4,000		4,040
Metals/Mining - 0.1%
CONSOL Energy, Inc. 8% 4/1/17	6,475		6,748
Peabody Energy Corp. 6% 11/15/18	5,000		5,313
			12,061
Services - 0.1%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 2.9861% 12/1/17 (c)(e)	14,410		14,464
TransUnion Holding Co., Inc. 9.625% 6/15/18 pay-in-kind (e)	3,000		3,161
			17,625
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
Technology - 0.4%
Brocade Communications Systems, Inc. 4.625% 1/15/23	$ 7,235		$ 6,928
First Data Corp. 6.75% 11/1/20 (c)	39,130		41,771
NXP BV/NXP Funding LLC:
5.75% 2/15/21 (c)	14,760		15,609
5.75% 3/15/23 (c)	5,000		5,288
			69,596
Telecommunications - 1.5%
Altice Financing SA:
6.5% 1/15/22 (c)	7,240		7,584
7.875% 12/15/19 (c)	4,000		4,368
Columbus International, Inc. 7.375% 3/30/21 (c)	14,535		15,189
DigitalGlobe, Inc. 5.25% 2/1/21	3,905		3,807
Intelsat Jackson Holdings SA 6.625% 12/15/22 (Reg. S)	20,000		20,550
iPCS, Inc. 3.4876% 5/1/14 pay-in-kind (e)	69,150		69,150
Level 3 Financing, Inc. 3.8459% 1/15/18 (c)(e)	15,000		15,225
Sprint Capital Corp.:
6.875% 11/15/28	4,000		3,950
6.9% 5/1/19	5,000		5,488
Sprint Communications, Inc.:
6% 11/15/22	30,000		30,225
9% 11/15/18 (c)	3,000		3,656
Telesat Canada/Telesat LLC 6% 5/15/17 (c)	3,000		3,101
Verizon Communications, Inc.:
1.7634% 9/15/16 (e)	20,000		20,582
1.9841% 9/14/18 (e)	35,000		36,954
			239,829
TOTAL NONCONVERTIBLE BONDS (Cost $1,084,851)		1,118,610

Common Stocks - 0.2%
	Shares
Broadcasting - 0.0%
Cumulus Media, Inc. Class A (a)	229,315		1,470
ION Media Networks, Inc. (a)	2,842		1,919
			3,389
Chemicals - 0.2%
LyondellBasell Industries NV Class A	245,943		22,750
Common Stocks - continued
	Shares		Value (000s)
Diversified Financial Services - 0.0%
Newhall Holding Co. LLC Class A (a)	289,870		$ 638
Electric Utilities - 0.0%
Calpine Corp. (a)	20,715		475
Entertainment/Film - 0.0%
MGM Holdings, Inc. (a)	71,585		5,288
Hotels - 0.0%
Tropicana Las Vegas Hotel & Casino, Inc. Class A (a)	48,650		1,771
Paper - 0.0%
White Birch Cayman Holdings Ltd. (a)	12,570		0
Publishing/Printing - 0.0%
Houghton Mifflin Harcourt Co. warrants 6/22/19 (a)(i)	13,699		21
Telecommunications - 0.0%
FairPoint Communications, Inc. (a)	34,287		468
TOTAL COMMON STOCKS (Cost $18,492)		34,800
Other - 0.0%

Other - 0.0%
Idearc, Inc. Claim (a) (Cost $0)	1,888,944		0
Money Market Funds - 6.8%

Fidelity Cash Central Fund, 0.11% (b) (Cost $1,112,943)	1,112,943,074		1,112,943
TOTAL INVESTMENT PORTFOLIO - 101.7% (Cost $16,496,905)			16,592,087
NET OTHER ASSETS (LIABILITIES) - (1.7)%			(274,085)
NET ASSETS - 100%		$ 16,318,002

Legend

(a) Non-income producing

(d) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(e) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(g) The coupon rate will be determined upon settlement of the loan after period end.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Houghton Mifflin Harcourt Co. warrants 6/22/19	6/22/12	$ 26

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	$ 726

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 10,469	$ 6,758	$ -	$ 3,711
Financials	638	-	-	638
Materials	22,750	22,750	-	-
Telecommunication Services	468	468	-	-
Utilities	475	475	-	-
Bank Loan Obligations	14,325,734	-	14,220,249	105,485
Corporate Bonds	1,118,610	-	1,118,610	-
Other	-	-	-	-
Money Market Funds	1,112,943	1,112,943	-	-
Total Investments in Securities:	$ 16,592,087	$ 1,143,394	$ 15,338,859	$ 109,834

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

United States of America	89.5%
Luxembourg	2.6%
Australia	2.2%
Netherlands	1.8%
Germany	1.0%
Others (Individually Less Than 1%)	2.9%
	100.0%

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 amounts)	April 30, 2014

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $15,383,962)	$ 15,479,144
Fidelity Central Funds (cost $1,112,943)	1,112,943
Total Investments (cost $16,496,905)		$ 16,592,087
Cash		124,084
Receivable for investments sold		140,061
Receivable for fund shares sold		16,367
Dividends receivable		172
Interest receivable		60,723
Distributions receivable from Fidelity Central Funds		116
Prepaid expenses		13
Total assets		16,933,623

Liabilities
Payable for investments purchased Regular delivery	$ 517,938
Delayed delivery	27,120
Payable for fund shares redeemed	48,863
Distributions payable	10,637
Accrued management fee	7,692
Distribution and service plan fees payable	1,200
Other affiliated payables	1,919
Other payables and accrued expenses	252
Total liabilities		615,621

Net Assets		$ 16,318,002
Net Assets consist of:
Paid in capital		$ 16,146,128
Undistributed net investment income		131,240
Accumulated undistributed net realized gain (loss) on investments		(54,548)
Net unrealized appreciation (depreciation) on investments		95,182
Net Assets		$ 16,318,002

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	April 30, 2014

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($1,627,663 ÷ 163,358 shares)		$ 9.96

Maximum offering price per share (100/97.25 of $9.96)		$ 10.24
Class T: Net Asset Value and redemption price per share ($269,089 ÷ 27,046 shares)		$ 9.95

Maximum offering price per share (100/97.25 of $9.95)		$ 10.23
Class B: Net Asset Value and offering price per share ($20,406 ÷ 2,051 shares)^A		$ 9.95

Class C: Net Asset Value and offering price per share ($942,110 ÷ 94,575 shares)^A		$ 9.96

Fidelity Floating Rate High Income Fund: Net Asset Value, offering price and redemption price per share ($9,775,458 ÷ 982,430 shares)		$ 9.95

Institutional Class: Net Asset Value, offering price and redemption price per share ($3,683,276 ÷ 370,457 shares)		$ 9.94

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended April 30, 2014

Investment Income
Dividends		$ 1,729
Interest		324,203
Income from Fidelity Central Funds		726
Total income		326,658

Expenses
Management fee	$ 45,515
Transfer agent fees	10,444
Distribution and service plan fees	7,315
Accounting fees and expenses	913
Custodian fees and expenses	92
Independent trustees' compensation	31
Registration fees	405
Audit	88
Legal	32
Miscellaneous	55
Total expenses before reductions	64,890
Expense reductions	(31)	64,859
Net investment income (loss)		261,799
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		16,624
Change in net unrealized appreciation (depreciation) on investment securities		(20,313)
Net gain (loss)		(3,689)
Net increase (decrease) in net assets resulting from operations		$ 258,110

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 April 30, 2014	Year ended October 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 261,799	$ 410,895
Net realized gain (loss)	16,624	72,218
Change in net unrealized appreciation (depreciation)	(20,313)	9,078
Net increase (decrease) in net assets resulting from operations	258,110	492,191
Distributions to shareholders from net investment income	(252,800)	(375,589)
Distributions to shareholders from net realized gain	(57,139)	(52,959)
Total distributions	(309,939)	(428,548)
Share transactions - net increase (decrease)	904,590	4,793,436
Redemption fees	356	916
Total increase (decrease) in net assets	853,117	4,857,995

Net Assets
Beginning of period	15,464,885	10,606,890
End of period (including undistributed net investment income of $131,240 and undistributed net investment income of $122,241, respectively)	$ 16,318,002	$ 15,464,885

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

Semiannual Report

Financial Highlights - Class A

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.99	$ 9.94	$ 9.73	$ 9.79	$ 9.31	$ 8.00
Income from Investment Operations
Net investment income (loss)^E	.153	.310	.340	.317	.391	.354
Net realized and unrealized gain (loss)	-^I	.070	.195	(.080)	.425	1.232
Total from investment operations	.153	.380	.535	.237	.816	1.586
Distributions from net investment income	(.147)	(.282)	(.325)	(.298)	(.287)	(.278)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.183)	(.331)	(.325)	(.298)	(.337)	(.278)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.96	$ 9.99	$ 9.94	$ 9.73	$ 9.79	$ 9.31
Total Return^{B, C, D}	1.54%	3.89%	5.60%	2.46%	8.96%	20.31%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.99%^A	.99%	.99%	1.00%	1.03%	1.05%
Expenses net of fee waivers, if any	.99%^A	.99%	.99%	1.00%	1.03%	1.05%
Expenses net of all reductions	.99%^A	.99%	.99%	1.00%	1.03%	1.04%
Net investment income (loss)	3.08%^A	3.11%	3.47%	3.25%	4.11%	4.09%
Supplemental Data
Net assets, end of period (in millions)	$ 1,628	$ 1,681	$ 1,305	$ 1,587	$ 1,064	$ 518
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30	$ 8.00
Income from Investment Operations
Net investment income (loss)^E	.148	.299	.330	.312	.391	.349
Net realized and unrealized gain (loss)	-^I	.071	.195	(.070)	.416	1.228
Total from investment operations	.148	.370	.525	.242	.807	1.577
Distributions from net investment income	(.142)	(.272)	(.315)	(.293)	(.288)	(.279)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.178)	(.321)	(.315)	(.293)	(.338)	(.279)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.95	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30
Total Return^{B, C, D}	1.50%	3.79%	5.50%	2.51%	8.87%	20.20%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.08%^A	1.09%	1.09%	1.05%	1.02%	1.04%
Expenses net of fee waivers, if any	1.08%^A	1.09%	1.09%	1.05%	1.02%	1.04%
Expenses net of all reductions	1.08%^A	1.09%	1.09%	1.05%	1.02%	1.04%
Net investment income (loss)	2.99%^A	3.01%	3.37%	3.19%	4.12%	4.10%
Supplemental Data
Net assets, end of period (in millions)	$ 269	$ 272	$ 241	$ 271	$ 242	$ 143
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30	$ 7.99
Income from Investment Operations
Net investment income (loss)^E	.126	.256	.288	.266	.341	.305
Net realized and unrealized gain (loss)	-^I	.071	.195	(.070)	.416	1.238
Total from investment operations	.126	.327	.483	.196	.757	1.543
Distributions from net investment income	(.120)	(.229)	(.273)	(.247)	(.238)	(.235)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.156)	(.278)	(.273)	(.247)	(.288)	(.235)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.95	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30
Total Return^{B, C, D}	1.27%	3.35%	5.05%	2.03%	8.30%	19.74%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.52%^A	1.52%	1.52%	1.52%	1.55%	1.56%
Expenses net of fee waivers, if any	1.52%^A	1.52%	1.52%	1.52%	1.55%	1.55%
Expenses net of all reductions	1.52%^A	1.52%	1.52%	1.52%	1.55%	1.55%
Net investment income (loss)	2.55%^A	2.58%	2.94%	2.72%	3.59%	3.59%
Supplemental Data
Net assets, end of period (in millions)	$ 20	$ 23	$ 24	$ 32	$ 43	$ 44
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.99	$ 9.94	$ 9.73	$ 9.78	$ 9.31	$ 8.00
Income from Investment Operations
Net investment income (loss)^E	.115	.235	.267	.244	.321	.288
Net realized and unrealized gain (loss)	-^I	.070	.195	(.070)	.415	1.235
Total from investment operations	.115	.305	.462	.174	.736	1.523
Distributions from net investment income	(.109)	(.207)	(.252)	(.225)	(.217)	(.215)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.145)	(.256)	(.252)	(.225)	(.267)	(.215)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.96	$ 9.99	$ 9.94	$ 9.73	$ 9.78	$ 9.31
Total Return^{B, C, D}	1.16%	3.11%	4.81%	1.80%	8.05%	19.43%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.74%^A	1.74%	1.74%	1.74%	1.76%	1.78%
Expenses net of fee waivers, if any	1.74%^A	1.74%	1.74%	1.74%	1.76%	1.78%
Expenses net of all reductions	1.74%^A	1.74%	1.74%	1.74%	1.76%	1.78%
Net investment income (loss)	2.32%^A	2.35%	2.72%	2.50%	3.38%	3.35%
Supplemental Data
Net assets, end of period (in millions)	$ 942	$ 960	$ 806	$ 852	$ 622	$ 335
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Fidelity Floating Rate High Income Fund

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30	$ 8.00
Income from Investment Operations
Net investment income (loss)^D	.167	.337	.368	.345	.418	.377
Net realized and unrealized gain (loss)	-^H	.071	.195	(.070)	.417	1.225
Total from investment operations	.167	.408	.563	.275	.835	1.602
Distributions from net investment income	(.161)	(.310)	(.353)	(.326)	(.316)	(.304)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.197)	(.359)	(.353)	(.326)	(.366)	(.304)
Redemption fees added to paid in capital^D	-^H	.001	-^H	.001	.001	.002
Net asset value, end of period	$ 9.95	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30
Total Return^{B, C}	1.69%	4.19%	5.91%	2.86%	9.18%	20.55%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.70%^A	.70%	.71%	.71%	.73%	.75%
Expenses net of fee waivers, if any	.70%^A	.70%	.71%	.71%	.73%	.75%
Expenses net of all reductions	.70%^A	.70%	.71%	.71%	.73%	.75%
Net investment income (loss)	3.37%^A	3.39%	3.75%	3.53%	4.41%	4.39%
Supplemental Data
Net assets, end of period (in millions)	$ 9,775	$ 8,882	$ 5,720	$ 5,399	$ 3,566	$ 2,354
Portfolio turnover rate^F	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

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

^H Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.97	$ 9.92	$ 9.71	$ 9.77	$ 9.29	$ 7.99
Income from Investment Operations
Net investment income (loss)^D	.164	.332	.363	.341	.415	.379
Net realized and unrealized gain (loss)	-^H	.071	.196	(.079)	.427	1.221
Total from investment operations	.164	.403	.559	.262	.842	1.600
Distributions from net investment income	(.158)	(.305)	(.349)	(.323)	(.313)	(.302)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.194)	(.354)	(.349)	(.323)	(.363)	(.302)
Redemption fees added to paid in capital^D	-^H	.001	-^H	.001	.001	.002
Net asset value, end of period	$ 9.94	$ 9.97	$ 9.92	$ 9.71	$ 9.77	$ 9.29
Total Return^{B, C}	1.66%	4.15%	5.87%	2.72%	9.27%	20.54%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.75%^A	.75%	.75%	.75%	.76%	.77%
Expenses net of fee waivers, if any	.75%^A	.75%	.75%	.75%	.76%	.77%
Expenses net of all reductions	.75%^A	.75%	.75%	.75%	.76%	.77%
Net investment income (loss)	3.32%^A	3.34%	3.71%	3.50%	4.38%	4.36%
Supplemental Data
Net assets, end of period (in millions)	$ 3,683	$ 3,646	$ 2,510	$ 1,992	$ 1,138	$ 469
Portfolio turnover rate^F	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

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

^H Amount represents less than $.001 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2014

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation	$ 179,763
Gross unrealized depreciation	(52,316)
Net unrealized appreciation (depreciation) on securities and other investments	$ 127,447

Tax cost	$ 16,464,640

Fiscal year of expiration
2017	$ (12,891)

Semiannual Report

3. Significant Accounting Policies - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of bank loan obligations), other than short-term securities, aggregated $5,872,626 and $4,460,329, respectively.

5. Fees and Other Transactions with Affiliates.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 2,092	$ 124
Class T	-%	.25%	340	4
Class B	.55%	.15%	77	61
Class C	.75%	.25%	4,806	950
			$ 7,315	$ 1,139

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

	Retained by FDC
Class A	$ 48
Class T	9
Class B*	12
Class C*	55
	$ 124

* 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.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 1,220	.15
Class T	322	.24
Class B	25	.23
Class C	711	.15
Fidelity Floating Rate High Income Fund	5,135	.11
Institutional Class	3,031	.16
	$ 10,444

* Annualized

6. Committed Line of Credit.

7. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $5.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended April 30, 2014	Year ended October 31, 2013
From net investment income
Class A	$ 24,588	$ 41,401
Class T	3,874	7,141
Class B	265	529
Class C	10,511	18,030
Fidelity Floating Rate High Income Fund	153,718	214,851
Institutional Class	59,844	93,637
Total	$ 252,800	$ 375,589
From net realized gain
Class A	$ 6,085	$ 6,467
Class T	983	1,176
Class B	81	117
Class C	3,472	3,997
Fidelity Floating Rate High Income Fund	33,019	28,516
Institutional Class	13,499	12,686
Total	$ 57,139	$ 52,959

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended April 30, 2014	Year ended October 31, 2013	Six months ended April 30, 2014	Year ended October 31, 2013
Class A
Shares sold	22,875	75,563	$ 228,535	$ 753,535
Reinvestment of distributions	2,525	3,658	25,210	36,455
Shares redeemed	(30,277)	(42,208)	(302,453)	(421,018)
Net increase (decrease)	(4,877)	37,013	$ (48,708)	$ 368,972
Class T
Shares sold	2,607	10,009	$ 26,018	$ 99,597
Reinvestment of distributions	439	727	4,371	7,232
Shares redeemed	(3,290)	(7,688)	(32,819)	(76,547)
Net increase (decrease)	(244)	3,048	$ (2,430)	$ 30,282

Semiannual Report

9. Share Transactions - continued

	Shares		Dollars
	Six months ended April 30, 2014	Year ended October 31, 2013	Six months ended April 30, 2014	Year ended October 31, 2013
Class B
Shares sold	160	663	$ 1,596	$ 6,596
Reinvestment of distributions	28	50	281	495
Shares redeemed	(448)	(851)	(4,465)	(8,474)
Net increase (decrease)	(260)	(138)	$ (2,588)	$ (1,383)
Class C
Shares sold	8,291	30,392	$ 82,814	$ 303,076
Reinvestment of distributions	1,055	1,609	10,532	16,022
Shares redeemed	(10,838)	(17,011)	(108,232)	(169,644)
Net increase (decrease)	(1,492)	14,990	$ (14,886)	$ 149,454
Fidelity Floating Rate High Income Fund
Shares sold	207,340	483,346	$ 2,068,584	$ 4,812,772
Reinvestment of distributions	15,374	20,114	153,243	200,158
Shares redeemed	(130,141)	(189,555)	(1,297,625)	(1,887,500)
Net increase (decrease)	92,573	313,905	$ 924,202	$ 3,125,430
Institutional Class
Shares sold	71,292	203,411	$ 710,772	$ 2,024,367
Reinvestment of distributions	4,045	5,909	40,291	58,759
Shares redeemed	(70,435)	(96,688)	(702,063)	(962,445)
Net increase (decrease)	4,902	112,632	$ 49,000	$ 1,120,681

10. Other.

Semiannual Report

Report of Independent Registered Public Accounting Firm

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

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 18, 2014

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

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

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)

AFRI-USAN-0614
1.784878.111

Fidelity®

Floating Rate High Income

Fund

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

Semiannual Report

April 30, 2014

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value November 1, 2013	Ending Account Value April 30, 2014	Expenses Paid During Period* November 1, 2013 to April 30, 2014
Class A	.99%
Actual		$ 1,000.00	$ 1,015.40	$ 4.95
Hypothetical^A		$ 1,000.00	$ 1,019.89	$ 4.96
Class T	1.08%
Actual		$ 1,000.00	$ 1,015.00	$ 5.40
Hypothetical^A		$ 1,000.00	$ 1,019.44	$ 5.41
Class B	1.52%
Actual		$ 1,000.00	$ 1,012.70	$ 7.59
Hypothetical^A		$ 1,000.00	$ 1,017.26	$ 7.60
Class C	1.74%
Actual		$ 1,000.00	$ 1,011.60	$ 8.68
Hypothetical^A		$ 1,000.00	$ 1,016.17	$ 8.70
Fidelity Floating Rate High Income Fund	.70%
Actual		$ 1,000.00	$ 1,016.90	$ 3.50
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.51
Institutional Class	.75%
Actual		$ 1,000.00	$ 1,016.60	$ 3.75
Hypothetical^A		$ 1,000.00	$ 1,021.08	$ 3.76

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Holdings as of April 30, 2014
(by issuer, excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
HCA Holdings, Inc.	3.2	3.2
Community Health Systems, Inc.	2.7	2.1
H.J. Heinz Co.	2.6	2.6
First Data Corp.	1.9	2.0
Hilton Worldwide Finance, LLC	1.8	2.4
	12.2
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Healthcare	11.9	12.3
Technology	10.9	10.4
Telecommunications	6.5	6.5
Gaming	5.8	3.8
Electric Utilities	5.5	6.6

Quality Diversification (% of fund's net assets)
As of April 30, 2014		As of October 31, 2013
	BBB 5.9%		BBB 5.2%
	BB 38.8%		BB 45.0%
	B 42.5%		B 34.9%
	CCC,CC,C 2.8%		CCC,CC,C 2.5%
	D 0.0%^†		D 0.0%^†
	Not Rated 4.7%		Not Rated 3.2%
	Other Investments 0.2%		Other Investments 0.2%
	Short-Term Investments and Net Other Assets 5.1%		Short-Term Investments and Net Other Assets 9.0%

ang646030

^† Amount represents less than 0.1%
Asset Allocation (% of fund's net assets)
As of April 30, 2014*			As of October 31, 2013**
	Bank Loan Obligations 87.8%			Bank Loan Obligations 83.0%
	Nonconvertible Bonds 6.9%			Nonconvertible Bonds 7.8%
	Common Stocks 0.2%			Common Stocks 0.2%
	Short-Term Investments and Net Other Assets (Liabilities) 5.1%			Short-Term Investments and Net Other Assets (Liabilities) 9.0%
* Foreign investments		10.5%	** Foreign investments		10.0%

ang646040

Semiannual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Bank Loan Obligations (f) - 87.8%
	Principal Amount (000s)		Value (000s)
Aerospace - 0.9%
TransDigm, Inc. Tranche C, term loan 3.75% 2/28/20 (e)	$ 144,883		$ 144,339
Air Transportation - 0.2%
Delta Air Lines, Inc. Tranche B 1LN, term loan 3.5% 10/18/18 (e)	13,875		13,805
U.S. Airways, Inc. Tranche B 2LN, term loan 3% 11/23/16 (e)	25,000		24,938
			38,743
Automotive - 1.8%
Affinia Group, Inc. Tranche B 2LN, term loan 4.75% 4/25/20 (e)	14,287		14,287
Allison Transmission, Inc. Tranche B 3LN, term loan 3.75% 8/23/19 (e)	7,739		7,739
Chrysler Group LLC:
term loan 3.25% 12/31/18 (e)	54,000		53,460
Tranche B, term loan 3.5% 5/24/17 (e)	81,665		81,563
Federal-Mogul Corp. Tranche C, term loan 4.75% 4/15/21 (e)	20,000		19,875
North American Lifting Holdings, Inc.:
Tranche 1LN, term loan 5.5% 11/27/20 (e)	16,958		17,063
Tranche 2LN, term loan 10% 11/27/21 (e)	24,370		24,340
Schaeffler AG Tranche C, term loan 4.25% 1/27/17 (e)	41,000		41,154
The Goodyear Tire & Rubber Co. Tranche 2LN, term loan 4.75% 4/30/19 (e)	16,000		16,120
Tower Automotive Holdings U.S.A. LLC term loan 4% 4/23/20 (e)	26,746		26,612
			302,213
Broadcasting - 2.8%
Clear Channel Capital I LLC Tranche B, term loan 3.8003% 1/29/16 (e)	88,025		87,365
Clear Channel Communications, Inc. Tranche D, term loan 6.9003% 1/30/19 (e)	68,720		68,119
ION Media Networks, Inc. Tranche B, term loan 5% 12/18/20 (e)	28,928		29,072
Nielsen Finance LLC Tranche B 2LN, term loan 3.152% 4/15/21 (e)	80,000		80,000
Nine Entertainment Co. Tranche B, term loan 3.25% 2/5/20 (e)	14,865		14,642
TWCC Holding Corp. term loan 3.5% 2/11/17 (e)	66,020		65,071
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Broadcasting - continued
Univision Communications, Inc.:
Tranche C 3LN, term loan 4% 3/1/20 (e)	$ 9,900		$ 9,838
Tranche C 4LN, term loan 4% 3/1/20 (e)	104,124		103,473
			457,580
Building Materials - 0.8%
American Builders & Contractors Supply Co., Inc. Tranche B, term loan 3.5% 4/16/20 (e)	34,909		34,821
Armstrong World Industries, Inc. Tranche B, term loan 3.5% 3/15/20 (e)	23,710		23,710
Continental Building Products Tranche B 1LN, term loan 4.75% 8/28/20 (e)	15,880		15,880
Pinafore LLC Tranche B 2LN, term loan 3.75% 9/21/16 (e)	42,091		42,038
Ply Gem Industries, Inc. Tranche B, term loan 4% 2/1/21 (e)	7,095		7,024
			123,473
Cable TV - 4.9%
Atlantic Broad Tranche B, term loan 3.25% 11/30/19 (e)	27,395		27,121
CCO Holdings, LLC Tranche 3LN, term loan 2.6503% 9/6/14 (e)	69,097		68,903
Cequel Communications LLC Tranche B, term loan 3.5% 2/14/19 (e)	122,966		122,351
Charter Communications Operating LLC:
Tranche E, term loan 3% 7/1/20 (e)	48,963		48,289
Tranche F, term loan 3% 1/3/21 (e)	94,709		93,289
CSC Holdings LLC Tranche B, term loan 2.6503% 4/17/20 (e)	133,327		131,500
Numericable LLC:
Tranche B 1LN, term loan 4/23/20 (g)	40,187		40,137
Tranche B 2LN, term loan 4/23/20 (g)	34,768		34,724
RCN Telecom Services, LLC Tranche B, term loan 4.5% 3/1/20 (e)	6,775		6,775
UPC Broadband Holding BV Tranche AH, term loan 3.25% 6/30/21 (e)	34,000		33,660
Virgin Media Finance PLC Tranche B, term loan 3.5% 6/7/20 (e)	55,000		54,450
WideOpenWest Finance LLC Tranche B, term loan 4.75% 4/1/19 (e)	32,670		32,752
Ziggo B.V.:
Tranche B 1LN, term loan:
1/15/22 (g)	2,063		2,027
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Cable TV - continued
Ziggo B.V.: - continued
3.25% 1/15/22 (e)	$ 35,286		$ 34,668
Tranche B 2LN, term loan:
1/15/22 (g)	1,934		1,900
3.25% 1/15/22 (e)	22,134		21,747
Tranche B 3LN, term loan 1/15/22 (g)	39,583		38,891
			793,184
Capital Goods - 0.3%
Doncasters PLC Tranche B 2LN, term loan 9.5% 10/9/20 (e)	7,862		8,019
SRAM LLC. Tranche B, term loan 4.0092% 4/10/20 (e)	40,271		39,667
			47,686
Chemicals - 1.0%
Cyanco Intermediate Corp. Tranche B, term loan 5.5% 5/1/20 (e)	30,482		30,558
Emerald Performance Materials, LLC Tranche B, term loan 6.75% 5/18/18 (e)	2,948		2,948
MacDermid, Inc. Tranche B 1LN, term loan 4% 6/7/20 (e)	39,548		39,449
Royal Adhesives & Sealants LLC Tranche B 1LN, term loan 5.5% 7/31/18 (e)	15,547		15,586
Tata Chemicals North America, Inc. Tranche B, term loan 3.75% 8/9/20 (e)	12,903		12,838
U.S. Coatings Acquisition, Inc. Tranche B, term loan 4% 2/1/20 (e)	54,588		54,451
			155,830
Consumer Products - 1.1%
Jarden Corp. Tranche B, term loan 2.7162% 3/31/18 (e)	16,037		16,037
Kate Spade & Co. Tranche B, term loan 4/10/21 (g)	17,965		17,965
NBTY, Inc. Tranche B 2LN, term loan 3.5% 10/1/17 (e)	14,179		14,161
Revlon Consumer Products Corp.:
term loan 4% 8/19/19 (e)	30,923		30,884
Tranche B, term loan 3.25% 11/19/17 (e)	13,500		13,483
Spotless Holdings Ltd. Tranche B 1LN, term loan 5% 10/2/18 (e)	16,859		16,922
Sun Products Corp. Tranche B, term loan 5.5125% 3/23/20 (e)	15,210		14,488
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Consumer Products - continued
Tempur Sealy International, Inc. Tranche B, term loan 3.5% 3/18/20 (e)	$ 18,924		$ 18,807
Wilsonart LLC Tranche B, term loan 4% 10/31/19 (e)	42,861		42,433
			185,180
Containers - 2.1%
Ardagh Holdings U.S.A., Inc. Tranche B, term loan:
4% 12/17/19 (e)	55,630		55,352
4.25% 12/17/19 (e)	17,481		17,394
Berlin Packaging, LLC:
Tranche 1LN, term loan 4.75% 4/3/19 (e)	7,532		7,561
Tranche 2LN, term loan 8.75% 4/3/20 (e)	3,855		3,937
Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (e)	15,000		14,888
Berry Plastics Group, Inc. term loan 3.5% 2/8/20 (e)	110,106		109,005
BWAY Holding Co. Tranche B, term loan 4.5% 8/6/17 (e)	15,148		15,186
Consolidated Container Co. Tranche B, term loan 5% 7/3/19 (e)	8,845		8,857
Multi Packaging Solutions, Inc. term loan 4.25% 9/30/20 (e)	7,000		6,983
Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4% 12/1/18 (e)	95,112		95,112
Tricorbraun, Inc. Tranche B, term loan 4% 5/3/18 (e)	3,804		3,783
			338,058
Diversified Financial Services - 2.6%
AlixPartners LLP Tranche B 2LN, term loan 4% 7/10/20 (e)	19,750		19,701
Delos Finance SARL Tranche B LN, term loan 3.5% 3/6/21 (e)	51,095		51,095
Energy & Minerals Group Tranche B, term loan 4.75% 3/27/20 (e)	14,920		14,920
Fly Funding II Sarl Tranche B, term loan 4.5% 8/9/19 (e)	14,906		14,981
Flying Fortress, Inc. term loan 3.5% 6/30/17 (e)	97,833		97,833
HarbourVest Partners LLC Tranche B, term loan 3.25% 2/4/21 (e)	15,366		15,241
Home Loan Servicing Solutions Ltd. Tranche B, term loan 4.5% 6/27/20 (e)	14,639		14,639
LPL Holdings, Inc. Tranche B, term loan 3.25% 3/29/19 (e)	32,846		32,682
Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (e)	8,000		8,190
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Diversified Financial Services - continued
Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (e)	$ 30,616		$ 30,769
Sheridan Investment Partners I, LLC Tranche B 2LN, term loan 4.25% 10/1/19 (e)	20,181		20,231
Star West Generation LLC Tranche B, term loan 4.25% 3/13/20 (e)	22,770		22,713
TransUnion LLC Tranche B, term loan 4% 4/9/21 (e)	77,500		77,113
			420,108
Diversified Media - 0.6%
Advanstar Communications, Inc. Tranche B 1LN, term loan 5.5% 4/29/19 (e)	8,415		8,489
McGraw-Hill School Education Tranche B, term loan 6.25% 12/18/19 (e)	18,454		18,546
Media General, Inc. Tranche B. term loan 4.25% 7/31/20 (e)	23,810		23,839
WMG Acquisition Corp. term loan 3.75% 7/1/20 (e)	55,712		55,434
			106,308
Electric Utilities - 5.2%
Alinta Energy Finance Pty. Ltd. Tranche B, term loan:
8/13/18 (h)	3,960		4,019
6.375% 8/13/19 (e)	60,222		61,125
Calpine Construction Finance Co. LP:
Tranche B 1LN, term loan 3% 5/3/20 (e)	85,127		83,105
Tranche B 2LN, term loan 3.25% 1/31/22 (e)	54,325		53,170
Calpine Corp.:
Tranche B 2LN, term loan 4% 4/1/18 (e)	11,714		11,744
Tranche B 3LN, term loan 4% 10/9/19 (e)	29,562		29,562
Tranche B, term loan 4% 4/1/18 (e)	108,374		108,645
Dynegy, Inc. Tranche B 2LN, term loan 4% 4/23/20 (e)	25,765		25,765
EquiPower Resources Holdings LLC:
Tranche B 1LN, term loan 4.25% 12/21/18 (e)	23,750		23,780
Tranche C, term loan 4.25% 12/31/19 (e)	32,210		32,210
Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (e)	16,032		16,032
InterGen NV Tranche B, term loan 5.5% 6/13/20 (e)	33,662		33,999
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (e)	82,393		82,393
NRG Energy, Inc. Tranche B, term loan 2.75% 7/1/18 (e)	83,589		82,544
Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (e)	23,496		22,615
The AES Corp. Tranche B, term loan 3.75% 6/1/18 (e)	65,286		65,534
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Electric Utilities - continued
Topaz Power Holdings, LLC Tranche B, term loan 5.25% 2/26/20 (e)	$ 35,787		$ 34,892
TXU Energy LLC Tranche B, term loan:
3.7369% 10/10/14 (e)	10,052		7,602
4.7369% 10/10/17 (e)	66,622		50,383
USIC Holdings, Inc. Tranche B, term loan 4% 7/10/20 (e)	16,376		16,172
Windsor Financing, LLC Tranche B, term loan 6.25% 12/5/17 (e)	2,772		2,841
			848,132
Energy - 4.2%
Alon U.S.A. Partners LP term loan 9.25% 11/26/18 (e)	8,778		9,107
Atlantic Power Ltd. Partnership Tranche B LN, term loan 4.75% 2/24/21 (e)	35,915		36,050
Atlas Energy LP Tranche B, term loan 6.5% 7/31/19 (e)	8,069		8,211
Empire Generating Co. LLC:
Tranche B, term loan 5.25% 3/14/21 (e)	29,675		29,786
Tranche C, term loan 5.25% 3/14/21 (e)	2,070		2,078
EP Energy LLC term loan 4.5% 4/30/19 (e)	1,500		1,500
Everest Acquisition LLC Tranche B 3LN, term loan 3.5% 5/24/18 (e)	42,333		42,069
ExGen Renewables I, LLC Tranche B term loan 5.25% 2/6/21 (e)	16,154		16,356
Fieldwood Energy, LLC:
Tranche 2LN, term loan 8.375% 9/30/20 (e)	140,755		144,978
Tranche B 1LN, term loan 3.875% 9/30/18 (e)	39,825		39,725
GIM Channelview Cogeneration LLC Tranche B, term loan 4.25% 5/8/20 (e)	12,401		12,417
MRC Global, Inc. Tranche B, term loan 4.75% 11/9/19 (e)	44,750		44,920
Northeast Wind Capital II, LLC Tranche B, term loan 5% 11/14/20 (e)	14,467		14,612
Offshore Group Investment Ltd. Tranche B, term loan 5% 10/25/17 (e)	18,546		18,407
Pacific Drilling SA Tranche B, term loan 4.5% 6/3/18 (e)	24,470		24,439
Panda Sherman Power, LLC term loan 9% 9/14/18 (e)	5,000		5,113
Panda Temple Power, LLC term loan 7.25% 4/3/19 (e)	11,000		11,289
Ruby Western Pipeline Holdings LLC Tranche B, term loan 3.5% 3/27/20 (e)	30,509		30,432
Samson Investment Co. Tranche B 2LN, term loan 5% 9/25/18 (e)	42,280		42,069
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Energy - continued
Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (e)	$ 19,950		$ 19,726
Sheridan Investment Partners I term loan 4.25% 12/16/20 (e)	51,090		51,090
Sheridan Production Partners I:
Tranche A, term loan 4.25% 12/16/20 (e)	7,107		7,107
Tranche M, term loan 4.25% 12/16/20 (e)	2,651		2,651
TPF II LC LLC Tranche B, term loan 6.5% 8/21/19 (e)	26,394		26,624
Vantage Drilling Co. Tranche B, term loan 5.75% 3/28/19 (e)	14,850		14,776
Western Refining, Inc. Tranche B, term loan 4.25% 11/12/20 (e)	26,289		26,355
			681,887
Entertainment/Film - 1.1%
AMC Entertainment, Inc. Tranche B, term loan 3.5% 4/30/20 (e)	24,762		24,731
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (e)	26,660		26,560
Cinemark U.S.A., Inc. Tranche B, term loan 3.16% 12/18/19 (e)	14,713		14,731
Digital Cinema Implementation Partners,LLC Tranche B, term loan 3.25% 5/17/21 (e)	62,509		61,884
Live Nation Entertainment, Inc. Tranche B, term loan 3.5% 8/16/20 (e)	19,358		19,213
William Morris Endeavor Entertainment, LLC. Tranche B 1LN, term loan 5/1/21 (g)	35,000		34,825
			181,944
Environmental - 0.7%
ADS Waste Holdings, Inc. Tranche B 2LN, term loan 3.75% 10/9/19 (e)	35,550		35,372
Darling International, Inc. Tranche B, term loan 3.25% 1/6/21 (e)	22,085		21,975
Tervita Corp. Tranche B 1LN, term loan 6.25% 5/15/18 (e)	24,767		24,427
The Brickman Group, Ltd.:
Tranche 2LN, term loan 7.5% 12/18/21 (e)	5,690		5,775
Tranche B 1LN, term loan 4% 12/18/20 (e)	21,676		21,621
WTG Holdings III Corp. Tranche B 1LN, term loan 4.75% 1/15/21 (e)	10,973		10,945
			120,115
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Food & Drug Retail - 1.4%
Albertson's LLC:
Tranche B 1LN, term loan 4.25% 3/21/16 (e)	$ 17,676		$ 17,676
Tranche B 2LN, term loan 4.75% 3/21/19 (e)	9,536		9,547
Ferrara Candy Co., Inc. Tranche B, term loan 7.5% 6/18/18 (e)	21,582		20,287
Performance Food Group, Inc. Tranche 2LN, term loan 6.25% 11/14/19 (e)	7,343		7,416
PRA Holdings, Inc. Tranche B, term loan 4.5% 9/23/20 (e)	21,890		21,616
Rite Aid Corp.:
Tranche 2 LN2, term loan 4.875% 6/21/21 (e)	25,210		25,462
Tranche 2LN, term loan 5.75% 8/21/20 (e)	13,590		13,879
Tranche B 7LN, term loan 3.5% 2/21/20 (e)	48,136		48,076
Roundys Supermarket, Inc. Tranche B LN, term loan 5.75% 3/3/21 (e)	20,000		20,025
Sprouts Farmers Market LLC Tranche B, term loan 4% 4/23/20 (e)	23,124		23,126
SUPERVALU, Inc. Tranche B, term loan 4.5% 3/21/19 (e)	14,729		14,674
			221,784
Food/Beverage/Tobacco - 3.8%
AdvancePierre Foods, Inc. Tranche 2LN, term loan 9.5% 10/10/17 (e)	3,000		2,918
Arysta Lifescience SPC LLC:
Tranche B 1LN, term loan 4.5% 5/29/20 (e)	42,677		42,624
Tranche B 2LN, term loan 8.25% 11/30/20 (e)	25,000		25,438
Big Heart Pet Brands Tranche B LN, term loan 3.5% 3/8/20 (e)	50,000		49,375
H.J. Heinz Co.:
Tranche B 1LN, term loan 3.25% 6/7/19 (e)	24,813		24,844
Tranche B 2LN, term loan 3.5% 6/7/20 (e)	402,350		404,350
JBS U.S.A. LLC Tranche B, term loan 3.75% 5/25/18 (e)	19,242		19,242
Michael Foods, Inc. Tranche B, term loan 4.25% 2/25/18 (e)	8,671		8,671
OSI Restaurant Partners LLC Tranche B, term loan 3.5% 10/26/19 (e)	49,333		49,241
			626,703
Gaming - 5.7%
Bally Technologies, Inc. Tranche B, term loan 4.25% 11/25/20 (e)	29,581		29,618
Boyd Gaming Corp. Tranche B, term loan 4% 8/14/20 (e)	26,498		26,498
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Gaming - continued
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (e)	$ 258,260		$ 259,551
Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 4/10/21 (g)	96,605		96,363
CityCenter Holdings LLC Tranche B, term loan 5% 10/16/20 (e)	73,162		73,527
Golden Nugget, Inc. Tranche B, term loan:
5.5% 11/21/19 (e)	46,238		47,221
5.5% 11/21/19 (e)	19,816		20,237
Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (e)	9,000		9,383
Las Vegas Sands LLC Tranche B, term loan 3.25% 12/19/20 (e)	59,850		59,476
MGM Mirage, Inc. Tranche B, term loan 3.5% 12/20/19 (e)	109,491		108,812
Mohegan Tribal Gaming Authority Tranche B, term loan 5.5% 11/19/19 (e)	29,770		30,187
Motor City Casino Tranche B, term loan 5% 3/1/17 (e)	4,336		4,309
Pinnacle Entertainment, Inc. Tranche B 2LN, term loan 3.75% 8/13/20 (e)	29,161		29,089
Scientific Games Corp. Tranche B, term loan 4.25% 10/18/20 (e)	78,803		78,605
Seminole Tribe of Florida Tranche B, term loan 3% 4/29/20 (e)	13,680		13,646
Shingle Springs Tribal Gaming Authority Tranche B, term loan 6.25% 8/29/19 (e)	8,038		8,239
Station Casinos LLC Tranche B, term loan 4.25% 3/1/20 (e)	16,300		16,280
Yonkers Racing Corp. Tranche B 1LN, term loan 4.25% 8/20/19 (e)	14,429		14,140
			925,181
Healthcare - 11.6%
Akorn, Inc. Tranche B, term loan 4.5% 4/17/21 (e)	24,415		24,415
Alkermes, Inc. term loan 3.5% 9/25/19 (e)	13,573		13,557
Biomet, Inc. Term B 2LN, term loan 3.6612% 7/25/17 (e)	41,576		41,630
Carestream Health, Inc. Tranche B 1LN, term loan 5% 6/7/19 (e)	70,307		70,658
Community Health Systems, Inc.:
Tranche D, term loan 4.25% 1/27/21 (e)	334,876		335,713
Tranche E, term loan 3.4686% 1/25/17 (e)	82,663		82,456
DaVita HealthCare Partners, Inc.:
Tranche A, term loan 2.91% 10/20/15 (e)	38,978		38,880
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Healthcare - continued
DaVita HealthCare Partners, Inc.: - continued
Tranche B 2LN, term loan 4% 11/1/19 (e)	$ 55,065		$ 55,272
Tranche B, term loan 4.5% 10/20/16 (e)	84,685		84,897
Drumm Investors LLC Tranche B, term loan 5% 5/4/18 (e)	76,978		76,208
Emergency Medical Services Corp. Tranche B, term loan 4% 5/25/18 (e)	36,553		36,621
Grifols, S.A. Tranche B, term loan 3.1503% 2/27/21 (e)	50,000		49,875
HCA Holdings, Inc.:
Tranche A 4LN, term loan 2.6503% 2/2/16 (e)	292,736		292,005
Tranche B 4LN, term loan 2.9836% 5/1/18 (e)	35,870		35,827
Tranche B 5LN, term loan 2.9003% 3/31/17 (e)	155,891		155,891
HCR Healthcare LLC Tranche B, term loan 5% 4/6/18 (e)	36,145		35,422
IASIS Healthcare LLC Tranche B 2LN, term loan 4.5% 5/3/18 (e)	34,563		34,563
Ikaria, Inc.:
Tranche 2LN, term loan 8.75% 2/12/22 (e)	6,510		6,576
Tranche B 1LN, term loan 5% 2/12/21 (e)	40,680		40,782
Jazz Pharmaceuticals, Inc. Tranche B 2LN, term loan 3.25% 6/12/18 (e)	8,997		8,986
Millennium Labs, LLC Tranche B, term loan 5.25% 4/16/21 (e)	58,330		58,111
MModal, Inc. Tranche B, term loan 9% 8/17/19 (e)	6,511		5,144
MPH Acquisition Holdings LLC Tranche B, term loan 4% 3/31/21 (e)	63,626		63,308
National Mentor Holdings, Inc. Tranche B, term loan 4.75% 1/31/21 (e)	19,940		19,940
Quintiles Transnational Corp. Tranche B 3LN, term loan 3.75% 6/8/18 (e)	25,000		24,906
Rural/Metro Corp. Tranche B, term loan 9% 6/30/18 (e)	5,093		4,810
Salix Pharmaceuticals Ltd. Tranche B, term loan 4.25% 1/2/20 (e)	29,205		29,351
Sheridan Healthcare, Inc. Tranche 1LN, term loan 4.5% 6/29/18 (e)	6,883		6,874
Sheridan Holdings, Inc. Trache 2LN, term loan 8.25% 12/18/21 (e)	16,185		16,348
Skilled Healthcare Group, Inc. term loan 6.75% 4/9/16 (e)	16,382		16,300
Team Health, Inc. Tranche B, term loan 3.75% 6/29/18 (e)	6,808		6,808
U.S. Renal Care, Inc.:
Tranche 2LN, term loan 8.5% 1/3/20 (e)	5,545		5,587
Tranche B 2LN, term loan 4.25% 7/3/19 (e)	30,064		30,026
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Healthcare - continued
Universal Health Services, Inc. Tranche A, term loan 1.7321% 11/15/15 (e)	$ 10,393		$ 10,367
Valeant Pharmaceuticals International:
Tranche BC 2LN, term loan 3.75% 12/11/19 (e)	30,535		30,535
Tranche BD 2LN, term loan 3.75% 2/13/19 (e)	51,511		51,447
			1,900,096
Homebuilders/Real Estate - 0.7%
CBRE Group, Inc. Tranche B, term loan 2.9018% 3/28/21 (e)	20,006		19,906
RE/MAX LLC Tranche B, term loan 4% 7/31/20 (e)	6,502		6,502
Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (e)	3,324		3,316
Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (e)	81,182		80,776
			110,500
Hotels - 3.3%
Four Seasons Holdings, Inc.:
Tranche 2LN, term loan 6.25% 12/27/20 (e)	15,420		15,613
Tranche B 1LN, term loan 3.5% 6/27/20 (e)	51,140		50,756
Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (e)	297,779		296,662
La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 4% 4/14/21 (e)	134,990		134,315
Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (e)	40,309		40,410
			537,756
Insurance - 0.2%
CNO Financial Group, Inc. Tranche B 2LN, term loan 3.75% 9/28/18 (e)	16,861		16,882
HUB International Ltd. Tranche B 1LN, term loan 4.25% 10/2/20 (e)	17,500		17,456
			34,338
Leisure - 0.7%
ClubCorp Club Operations, Inc. Tranche B, term loan 4% 7/24/20 (e)	23,912		23,792
Planet Fitness Holdings, LLC. Tranche B, term loan 4.75% 3/31/21 (e)	19,750		19,701
SeaWorld Parks & Entertainment, Inc. Tranche B 2LN, term loan 3% 5/14/20 (e)	46,707		45,717
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Leisure - continued
Seminole Hard Rock Entertainment, Inc. Tranche B, term loan 3.5% 5/14/20 (e)	$ 9,612		$ 9,540
Six Flags, Inc. Tranche B, term loan 3.5011% 12/20/18 (e)	14,707		14,652
			113,402
Metals/Mining - 4.2%
Alpha Natural Resources, Inc. Tranche B, term loan 3.5% 5/22/20 (e)	22,600		21,781
Ameriforge Group, Inc.:
Tranche B 1LN, term loan 5% 1/25/20 (e)	12,569		12,632
Tranche B 2LN, term loan 8.75% 1/25/21 (e)	3,000		3,060
Doncasters Group, LLC Tranche B 1LN, term loan 4.5% 4/9/20 (e)	28,500		28,429
Fairmount Minerals Ltd. Tranche B 2LN, term loan 4.5% 9/5/19 (e)	21,604		21,658
Fortescue Metals Group Ltd. Tranche B, term loan 4.25% 6/30/19 (e)	279,483		277,736
Murray Energy Corp. Tranche B 1LN, term loan 5.25% 12/5/19 (e)	51,810		52,328
Novelis, Inc. Tranche B, term loan 3.75% 3/10/17 (e)	50,072		50,012
Oxbow Carbon LLC:
Tranche 2LN, term loan 8% 1/19/20 (e)	20,000		20,300
Tranche B 1LN, term loan 4.25% 7/19/19 (e)	12,359		12,359
Peabody Energy Corp. Tranche B, term loan 4.25% 9/24/20 (e)	69,650		69,650
U.S. Silica Co. Tranche B, term loan 4% 7/23/20 (e)	24,277		24,277
Walter Energy, Inc. Tranche B, term loan 7.25% 4/1/18 (e)	96,873		92,998
			687,220
Paper - 0.0%
Bear Island Paper Co. LLC Tranche B 2LN, term loan 13% 9/13/17	232		185
Publishing/Printing - 2.0%
Cengage Learning Acquisitions, Inc. Tranche 1LN, term loan 7% 3/31/20 (e)	50,410		51,166
Cenveo Corp. Tranche B, term loan 6.25% 2/13/17 (e)	8,529		8,507
Dex Media East LLC term loan 6% 12/31/16 (e)	5,757		4,059
Dex Media West LLC/Dex Media West Finance Co. term loan 8% 12/31/16 (e)	1,312		1,056
Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (e)	88,956		85,064
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Publishing/Printing - continued
Harland Clarke Holdings Corp. Tranche B 4LN, term loan 6% 8/4/19 (e)	$ 17,584		$ 17,628
Houghton Mifflin Harcourt Publishing, Inc. Tranche B, term loan 4.25% 5/22/18 (e)	19,860		19,885
McGraw-Hill Global Education Holdings, LLC Tranche B, term loan 5.75% 3/22/19 (e)	16,096		16,207
Newsday LLC Tranche A, term loan 3.6503% 10/12/16 (e)	11,077		11,082
Springer Science+Business Media Deutschland GmbH Tranche B 2LN, term loan 5% 8/14/20 (e)	109,900		110,038
			324,692
Restaurants - 0.6%
Burger King Corp. Tranche B, term loan 3.75% 9/28/19 (e)	23,191		23,191
Dunkin Brands, Inc. Tranche B 4LN, term loan 3.25% 2/7/21 (e)	55,000		54,519
Focus Brands, Inc. Trancher B 1LN, term loan 4.2525% 2/21/18 (e)	4,781		4,781
Landry's Restaurants, Inc. Tranche B, term loan 4% 4/24/18 (e)	9,371		9,364
NPC International, Inc. Tranche B, term loan 4% 12/28/18 (e)	4,955		4,949
			96,804
Services - 3.6%
ARAMARK Corp.:
Credit-Linked Deposit 3.7306% 7/26/16 (e)	3,579		3,552
Tranche F, term loan 3.25% 2/24/21 (e)	75,000		74,063
3.7306% 7/26/16 (e)	4,666		4,654
Avis Budget Group, Inc. Tranche B, term loan 3% 3/15/19 (e)	14,850		14,794
Bright Horizons Family Solutions, Inc. Tranche B, term loan 4% 1/30/20 (e)	23,325		23,296
Coinmach Service Corp. Tranche B, term loan 4.25% 11/14/19 (e)	51,002		50,938
EFS Cogen Holdings I LLC Tranche B, term loan 3.75% 12/17/20 (e)	19,687		19,736
Filtration Group Corp.:
Tranche 2LN, term loan 8.25% 11/21/21 (e)	5,500		5,589
Tranche B 1LN, term loan 4.5% 11/21/20 (e)	7,875		7,905
Hertz Corp.:
Tranche B 2LN, term loan 3% 3/11/18 (e)	62,671		62,201
Tranche B, term loan 3.75% 3/11/18 (e)	22,632		22,632
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Services - continued
Interactive Data Corp. Tranche B 2LN, term loan 3.75% 2/11/18 (e)	$ 32,496		$ 32,577
Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (e)	97,276		96,060
Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (e)	53,000		52,205
Nord Anglia Education Tranche B, term loan 4.5% 3/21/21 (e)	23,000		22,971
Redtop Acquisitions Ltd.:
Tranche 2LN, term loan 8.25% 6/3/21 (e)	4,988		5,137
Tranche B 1LN, term loan 4.5% 12/3/20 (e)	11,007		11,049
ServiceMaster Co.:
term loan 4.25% 1/31/17 (e)	55,350		55,280
Tranche B2, term loan 4.41% 1/31/17 (e)	21,610		21,583
The Geo Group, Inc. Tranche B, term loan 3.25% 4/3/20 (e)	5,940		5,933
			592,155
Shipping - 0.7%
CEVA Group PLC:
Tranche B, term loan 6.5% 3/19/21 (e)	24,066		23,705
Tranche C, term loan 6.5% 3/19/21 (e)	8,944		8,809
Harvey Gulf International Tranche B, term loan 5.5% 6/18/20 (e)	33,353		32,769
Swift Transportation Co. LLC Tranche B 2LN, term loan 4% 12/21/17 (e)	17,561		17,605
YRC Worldwide, Inc. Tranche B, term loan 8% 2/13/19 (e)	27,431		27,637
			110,525
Super Retail - 3.2%
Academy Ltd. Tranche B, term loan 4.5% 8/3/18 (e)	27,117		27,117
Bass Pro Group LLC Tranche B, term loan 3.75% 11/20/19 (e)	24,285		24,225
BJ's Wholesale Club, Inc.:
Tranche 2LN, term loan 8.5% 3/31/20 (e)	20,110		20,638
Tranche B 1LN, term loan 4.5% 9/26/19 (e)	62,808		62,808
General Nutrition Centers, Inc. Tranche B, term loan 3.25% 3/4/19 (e)	57,955		57,448
J. Crew Group, Inc. Tranche B LN, term loan 4% 3/5/21 (e)	45,160		44,880
JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (e)	83,047		82,216
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Super Retail - continued
PETCO Animal Supplies, Inc. term loan 4% 11/24/17 (e)	$ 40,357		$ 40,357
Pilot Travel Centers LLC:
Tranche B 2LN, term loan 4.25% 8/7/19 (e)	19,069		19,189
Tranche B, term loan 3.75% 3/30/18 (e)	1,909		1,916
Sears Holdings Corp. Tranche ABL, term loan 5.5% 6/30/18 (e)	128,254		129,536
Serta Simmons Holdings, LLC Tranche B, term loan 4.25% 10/1/19 (e)	12,605		12,589
Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (e)	7,416		7,398
			530,317
Technology - 10.5%
Activision Blizzard, Inc. Tranche B, term loan 3.25% 10/11/20 (e)	132,210		132,210
Ancestry.com, Inc.:
Tranche B 2LN, term loan 4% 5/15/18 (e)	9,790		9,790
Tranche B, term loan 4.5% 12/28/18 (e)	32,415		32,496
Applied Systems, Inc.:
Tranche B 1LN, term loan 4.25% 1/23/21 (e)	14,254		14,236
Tranche B 2LN, term loan 7.5% 1/23/22 (e)	3,630		3,675
Avago Technologies, Inc. Tranche B, term loan 4/16/21 (g)	63,785		64,104
BMC Software Finance, Inc. Tranche B, term loan:
5% 9/10/20 (e)	32,050		31,849
5% 9/10/20 (e)	188,981		188,036
Ceridian Corp. Tranche B, term loan 4.4018% 5/9/17 (e)	24,546		24,546
CompuCom Systems, Inc. Tranche B, term loan 4.25% 5/9/20 (e)	36,544		36,453
Computer Discount Warehouse (CDW) LLC, Tranche B, term loan 3.25% 4/29/20 (e)	57,207		56,563
Dealer Computer Services, Inc. Tranche BA 2LN, term loan 2.1503% 4/21/16 (e)	13,808		13,877
Dell International LLC Tranche B, term loan 4.5% 4/29/20 (e)	200,993		200,751
Fibertech Networks, LLC Tranche B 1LN, term loan 4% 12/18/19 (e)	18,010		17,987
First Data Corp.:
term loan:
3.6523% 3/24/17 (e)	118,529		117,937
4.1523% 3/24/18 (e)	99,079		98,584
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Technology - continued
First Data Corp.: - continued
Tranche B, term loan 4.1523% 9/24/18 (e)	$ 53,162		$ 52,896
Freescale Semiconductor, Inc. Tranche B 4LN, term loan 4.25% 3/1/20 (e)	76,369		76,273
Generac Power Systems, Inc. Tranche B, term loan 3.25% 5/31/20 (e)	67,872		67,363
Genesys Telecommunications Laboratories, Inc. Tranche B, term loan 4.5% 11/13/20 (e)	5,057		5,070
Genpact Ltd. Tranche B, term loan 3.5% 8/30/19 (e)	13,826		13,791
Go Daddy Operating Co., LLC Tranche B 3LN, term loan 4% 12/17/18 (e)	15,890		15,830
GXS Group, Inc. Tranche B, term loan 3.25% 1/16/21 (e)	16,958		16,915
Infor U.S., Inc.:
Tranche B 3LN, term loan 3.75% 6/3/20 (e)	24,675		24,490
Tranche B 5LN, term loan 3.75% 6/3/20 (e)	58,853		58,488
Information Resources, Inc. Tranche B, term loan 4.75% 9/30/20 (e)	19,900		19,926
ION Trading Technologies Ltd.:
Tranche 1LN, term loan 4.5% 5/22/20 (e)	39,881		39,682
Tranche 2LN, term loan 8.25% 5/22/21 (e)	13,454		13,487
Kronos, Inc.:
Tranche 2LN, term loan 9.75% 4/30/20 (e)	29,845		30,743
Tranche B 1LN, term loan 4.5% 10/30/19 (e)	41,647		41,491
Nuance Communications, Inc. Tranche C, term loan 2.91% 8/7/19 (e)	28,604		28,103
Renaissance Learning, Inc.:
Tranche 1LN, term loan 4.5% 4/9/21 (e)	24,500		24,378
Tranche 2LN, term loan 8% 4/9/22 (e)	11,500		11,443
Rovi Corp. Tranche A, term loan 2.66% 2/7/16 (e)	3,006		2,991
Sophia L.P. Tranche B 1LN, term loan 4% 7/19/18 (e)	7,478		7,525
SunGard Data Systems, Inc.:
Tranche C, term loan 3.9025% 2/28/17 (e)	32,706		32,761
Tranche E, term loan 4% 3/8/20 (e)	54,917		55,054
Syniverse Holdings, Inc. Tranche B, term loan:
4% 4/23/19 (e)	9,598		9,574
4% 4/23/19 (e)	19,390		19,342
			1,710,710
Telecommunications - 5.0%
Altice Financing SA Tranche B, term loan 5.5% 6/24/19 (e)	160,664		162,873
Bank Loan Obligations (f) - continued
	Principal Amount (000s)		Value (000s)
Telecommunications - continued
Consolidated Communications, Inc. Tranche B, term loan 4.25% 12/23/20 (e)	$ 14,484		$ 14,484
Crown Castle Operating Co. Tranche B 2LN, term loan 3.25% 1/31/21 (e)	104,997		104,997
Digicel International Finance Ltd. Tranche D 1LN, term loan 3.75% 3/31/17 (e)	9,000		8,955
DigitalGlobe, Inc. Tranche B, term loan 3.75% 1/31/20 (e)	14,464		14,482
FairPoint Communications, Inc. Tranche B, term loan 7.5% 2/14/19 (e)	18,322		18,872
Genesys Telecom Holdings U.S., Inc. Tranche B, term loan 4% 2/8/20 (e)	24,812		24,595
Integra Telecom Holdings, Inc. Tranche B, term loan 5.25% 2/22/19 (e)	12,870		12,902
Intelsat Jackson Holdings SA Tranche B 2LN, term loan 3.75% 6/30/19 (e)	132,070		132,242
Level 3 Financing, Inc.:
Tranche B 3LN, term loan 4% 8/1/19 (e)	13,330		13,363
Tranche B 4LN, term loan 4% 1/15/20 (e)	85,500		85,714
LTS Buyer LLC:
Tranche 2LN, term loan 8% 4/11/21 (e)	3,868		3,897
Tranche B 1LN, term loan 4% 4/11/20 (e)	33,416		33,249
SBA Senior Finance II, LLC term loan 3.25% 3/24/21 (e)	35,000		34,825
Securus Technologies Holdings, Inc.:
Tranche 2LN, term loan 9% 4/30/21 (e)	4,635		4,670
Tranche B 1LN, term loan 4.75% 4/30/20 (e)	40,164		40,014
Telesat Holding, Inc. Tranche B, term loan 3.5% 3/28/19 (e)	69,300		69,127
Windstream Corp. Tranche B 4LN, term loan 3.5% 1/23/20 (e)	34,563		34,303
			813,564
Textiles & Apparel - 0.3%
Party City Holdings, Inc. Tranche B LN, term loan 4% 7/27/19 (e)	45,192		45,022
TOTAL BANK LOAN OBLIGATIONS (Cost $14,280,619)		14,325,734
Nonconvertible Bonds - 6.9%
	Principal Amount (000s)		Value (000s)
Air Transportation - 0.1%
Continental Airlines, Inc.:
6.125% 4/29/18 (c)	$ 3,000		$ 3,195
9.25% 5/10/17	1,829		2,067
			5,262
Automotive - 0.3%
General Motors Acceptance Corp. 2.4361% 12/1/14 (e)	40,000		40,152
Banks & Thrifts - 1.0%
Ally Financial, Inc.:
2.9079% 7/18/16 (e)	75,000		76,830
3.125% 1/15/16	4,000		4,080
4.625% 6/26/15	4,000		4,151
Bank of America Corp. 1.0536% 3/22/16 (e)	5,000		5,033
GMAC LLC 2.4361% 12/1/14 (e)	70,187		70,592
			160,686
Broadcasting - 0.2%
AMC Networks, Inc. 4.75% 12/15/22	6,600		6,584
Clear Channel Communications, Inc. 9% 12/15/19	8,677		9,241
Starz LLC/Starz Finance Corp. 5% 9/15/19	9,000		9,326
Univision Communications, Inc. 6.75% 9/15/22 (c)	5,368		5,905
			31,056
Building Materials - 0.1%
CEMEX S.A.B. de CV 4.9765% 10/15/18 (c)(e)	10,000		10,525
HD Supply, Inc. 7.5% 7/15/20	10,000		10,825
			21,350
Cable TV - 0.5%
CCO Holdings LLC/CCO Holdings Capital Corp.:
5.125% 2/15/23	17,065		16,660
5.25% 3/15/21	13,070		13,315
Cequel Communications Escrow I LLC/Cequel Communications Escrow Capital Corp. 6.375% 9/15/20 (c)	10,815		11,329
Lynx I Corp. 5.375% 4/15/21 (c)	5,000		5,125
Numericable Group SA 4.875% 5/15/19 (c)(d)	27,120		27,391
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5.5% 1/15/23 (c)	7,000		7,070
Virgin Media Finance PLC 4.875% 2/15/22	2,000		1,815
			82,705
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
Capital Goods - 0.0%
Shale-Inland Holdings LLC/Shale-Inland Finance Corp. 8.75% 11/15/19 (c)	$ 3,000		$ 3,090
Chemicals - 0.0%
Nufarm Australia Ltd. 6.375% 10/15/19 (c)	5,000		5,163
Containers - 0.5%
Ardagh Packaging Finance PLC 7.375% 10/15/17 (c)	5,439		5,765
Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc. 7.375% 10/15/17 (c)	10,736		11,367
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:
5.75% 10/15/20	58,325		60,658
7.125% 4/15/19	5,000		5,275
			83,065
Diversified Financial Services - 0.7%
CIT Group, Inc.:
4.75% 2/15/15 (c)	14,000		14,368
5% 5/15/17	7,000		7,481
Citigroup, Inc. 1.1888% 7/25/16 (e)	10,000		10,107
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:
3.5% 3/15/17 (c)	18,720		18,860
4.875% 3/15/19 (c)	15,000		15,206
International Lease Finance Corp.:
2.1834% 6/15/16 (e)	29,485		29,780
3.875% 4/15/18	7,000		7,105
4.875% 4/1/15	4,000		4,125
6.25% 5/15/19	10,000		11,038
			118,070
Diversified Media - 0.1%
Clear Channel Worldwide Holdings, Inc.:
6.5% 11/15/22	5,130		5,463
6.5% 11/15/22	13,870		14,841
			20,304
Electric Utilities - 0.3%
Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:
10% 12/1/20 (c)	32,605		34,521
12% 3/1/22 (c)	11,000		13,090
NRG Energy, Inc. 6.625% 3/15/23	4,000		4,180
			51,791
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
Energy - 0.4%
Access Midstream Partners LP/ACMP Finance Corp. 4.875% 5/15/23	$ 7,000		$ 7,088
Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp.:
5.875% 8/1/23	3,000		2,963
6.625% 10/1/20	5,645		5,984
Chesapeake Energy Corp. 3.4677% 4/15/19 (e)	29,720		30,017
Northern Tier Energy LLC/Northern Tier Finance Corp. 7.125% 11/15/20	4,000		4,290
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375% 8/1/22	4,492		4,806
Western Refining, Inc. 6.25% 4/1/21	5,305		5,517
			60,665
Entertainment/Film - 0.1%
Cinemark U.S.A., Inc. 5.125% 12/15/22	3,185		3,185
Regal Entertainment Group 5.75% 2/1/25	3,090		3,059
			6,244
Food/Beverage/Tobacco - 0.0%
ESAL GmbH 6.25% 2/5/23 (c)	4,000		3,820
Gaming - 0.1%
MCE Finance Ltd. 5% 2/15/21 (c)	10,000		9,975
Healthcare - 0.3%
Community Health Systems, Inc. 5.125% 8/15/18	10,755		11,306
DaVita HealthCare Partners, Inc. 5.75% 8/15/22	8,235		8,719
HCA Holdings, Inc. 3.75% 3/15/19	25,000		25,188
Tenet Healthcare Corp. 4.75% 6/1/20	8,680		8,723
			53,936
Homebuilders/Real Estate - 0.1%
CBRE Group, Inc. 5% 3/15/23	17,990		18,125
Leisure - 0.0%
Six Flags Entertainment Corp. 5.25% 1/15/21 (c)	4,000		4,040
Metals/Mining - 0.1%
CONSOL Energy, Inc. 8% 4/1/17	6,475		6,748
Peabody Energy Corp. 6% 11/15/18	5,000		5,313
			12,061
Services - 0.1%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 2.9861% 12/1/17 (c)(e)	14,410		14,464
TransUnion Holding Co., Inc. 9.625% 6/15/18 pay-in-kind (e)	3,000		3,161
			17,625
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
Technology - 0.4%
Brocade Communications Systems, Inc. 4.625% 1/15/23	$ 7,235		$ 6,928
First Data Corp. 6.75% 11/1/20 (c)	39,130		41,771
NXP BV/NXP Funding LLC:
5.75% 2/15/21 (c)	14,760		15,609
5.75% 3/15/23 (c)	5,000		5,288
			69,596
Telecommunications - 1.5%
Altice Financing SA:
6.5% 1/15/22 (c)	7,240		7,584
7.875% 12/15/19 (c)	4,000		4,368
Columbus International, Inc. 7.375% 3/30/21 (c)	14,535		15,189
DigitalGlobe, Inc. 5.25% 2/1/21	3,905		3,807
Intelsat Jackson Holdings SA 6.625% 12/15/22 (Reg. S)	20,000		20,550
iPCS, Inc. 3.4876% 5/1/14 pay-in-kind (e)	69,150		69,150
Level 3 Financing, Inc. 3.8459% 1/15/18 (c)(e)	15,000		15,225
Sprint Capital Corp.:
6.875% 11/15/28	4,000		3,950
6.9% 5/1/19	5,000		5,488
Sprint Communications, Inc.:
6% 11/15/22	30,000		30,225
9% 11/15/18 (c)	3,000		3,656
Telesat Canada/Telesat LLC 6% 5/15/17 (c)	3,000		3,101
Verizon Communications, Inc.:
1.7634% 9/15/16 (e)	20,000		20,582
1.9841% 9/14/18 (e)	35,000		36,954
			239,829
TOTAL NONCONVERTIBLE BONDS (Cost $1,084,851)		1,118,610

Common Stocks - 0.2%
	Shares
Broadcasting - 0.0%
Cumulus Media, Inc. Class A (a)	229,315		1,470
ION Media Networks, Inc. (a)	2,842		1,919
			3,389
Chemicals - 0.2%
LyondellBasell Industries NV Class A	245,943		22,750
Common Stocks - continued
	Shares		Value (000s)
Diversified Financial Services - 0.0%
Newhall Holding Co. LLC Class A (a)	289,870		$ 638
Electric Utilities - 0.0%
Calpine Corp. (a)	20,715		475
Entertainment/Film - 0.0%
MGM Holdings, Inc. (a)	71,585		5,288
Hotels - 0.0%
Tropicana Las Vegas Hotel & Casino, Inc. Class A (a)	48,650		1,771
Paper - 0.0%
White Birch Cayman Holdings Ltd. (a)	12,570		0
Publishing/Printing - 0.0%
Houghton Mifflin Harcourt Co. warrants 6/22/19 (a)(i)	13,699		21
Telecommunications - 0.0%
FairPoint Communications, Inc. (a)	34,287		468
TOTAL COMMON STOCKS (Cost $18,492)		34,800
Other - 0.0%

Other - 0.0%
Idearc, Inc. Claim (a) (Cost $0)	1,888,944		0
Money Market Funds - 6.8%

Fidelity Cash Central Fund, 0.11% (b) (Cost $1,112,943)	1,112,943,074		1,112,943
TOTAL INVESTMENT PORTFOLIO - 101.7% (Cost $16,496,905)			16,592,087
NET OTHER ASSETS (LIABILITIES) - (1.7)%			(274,085)
NET ASSETS - 100%		$ 16,318,002

Legend

(a) Non-income producing

(d) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(e) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(g) The coupon rate will be determined upon settlement of the loan after period end.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Houghton Mifflin Harcourt Co. warrants 6/22/19	6/22/12	$ 26

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	$ 726

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 10,469	$ 6,758	$ -	$ 3,711
Financials	638	-	-	638
Materials	22,750	22,750	-	-
Telecommunication Services	468	468	-	-
Utilities	475	475	-	-
Bank Loan Obligations	14,325,734	-	14,220,249	105,485
Corporate Bonds	1,118,610	-	1,118,610	-
Other	-	-	-	-
Money Market Funds	1,112,943	1,112,943	-	-
Total Investments in Securities:	$ 16,592,087	$ 1,143,394	$ 15,338,859	$ 109,834

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

United States of America	89.5%
Luxembourg	2.6%
Australia	2.2%
Netherlands	1.8%
Germany	1.0%
Others (Individually Less Than 1%)	2.9%
	100.0%

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 amounts)	April 30, 2014

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $15,383,962)	$ 15,479,144
Fidelity Central Funds (cost $1,112,943)	1,112,943
Total Investments (cost $16,496,905)		$ 16,592,087
Cash		124,084
Receivable for investments sold		140,061
Receivable for fund shares sold		16,367
Dividends receivable		172
Interest receivable		60,723
Distributions receivable from Fidelity Central Funds		116
Prepaid expenses		13
Total assets		16,933,623

Liabilities
Payable for investments purchased Regular delivery	$ 517,938
Delayed delivery	27,120
Payable for fund shares redeemed	48,863
Distributions payable	10,637
Accrued management fee	7,692
Distribution and service plan fees payable	1,200
Other affiliated payables	1,919
Other payables and accrued expenses	252
Total liabilities		615,621

Net Assets		$ 16,318,002
Net Assets consist of:
Paid in capital		$ 16,146,128
Undistributed net investment income		131,240
Accumulated undistributed net realized gain (loss) on investments		(54,548)
Net unrealized appreciation (depreciation) on investments		95,182
Net Assets		$ 16,318,002

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	April 30, 2014

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($1,627,663 ÷ 163,358 shares)		$ 9.96

Maximum offering price per share (100/97.25 of $9.96)		$ 10.24
Class T: Net Asset Value and redemption price per share ($269,089 ÷ 27,046 shares)		$ 9.95

Maximum offering price per share (100/97.25 of $9.95)		$ 10.23
Class B: Net Asset Value and offering price per share ($20,406 ÷ 2,051 shares)^A		$ 9.95

Class C: Net Asset Value and offering price per share ($942,110 ÷ 94,575 shares)^A		$ 9.96

Fidelity Floating Rate High Income Fund: Net Asset Value, offering price and redemption price per share ($9,775,458 ÷ 982,430 shares)		$ 9.95

Institutional Class: Net Asset Value, offering price and redemption price per share ($3,683,276 ÷ 370,457 shares)		$ 9.94

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended April 30, 2014

Investment Income
Dividends		$ 1,729
Interest		324,203
Income from Fidelity Central Funds		726
Total income		326,658

Expenses
Management fee	$ 45,515
Transfer agent fees	10,444
Distribution and service plan fees	7,315
Accounting fees and expenses	913
Custodian fees and expenses	92
Independent trustees' compensation	31
Registration fees	405
Audit	88
Legal	32
Miscellaneous	55
Total expenses before reductions	64,890
Expense reductions	(31)	64,859
Net investment income (loss)		261,799
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		16,624
Change in net unrealized appreciation (depreciation) on investment securities		(20,313)
Net gain (loss)		(3,689)
Net increase (decrease) in net assets resulting from operations		$ 258,110

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 April 30, 2014	Year ended October 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 261,799	$ 410,895
Net realized gain (loss)	16,624	72,218
Change in net unrealized appreciation (depreciation)	(20,313)	9,078
Net increase (decrease) in net assets resulting from operations	258,110	492,191
Distributions to shareholders from net investment income	(252,800)	(375,589)
Distributions to shareholders from net realized gain	(57,139)	(52,959)
Total distributions	(309,939)	(428,548)
Share transactions - net increase (decrease)	904,590	4,793,436
Redemption fees	356	916
Total increase (decrease) in net assets	853,117	4,857,995

Net Assets
Beginning of period	15,464,885	10,606,890
End of period (including undistributed net investment income of $131,240 and undistributed net investment income of $122,241, respectively)	$ 16,318,002	$ 15,464,885

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

Semiannual Report

Financial Highlights - Class A

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.99	$ 9.94	$ 9.73	$ 9.79	$ 9.31	$ 8.00
Income from Investment Operations
Net investment income (loss)^E	.153	.310	.340	.317	.391	.354
Net realized and unrealized gain (loss)	-^I	.070	.195	(.080)	.425	1.232
Total from investment operations	.153	.380	.535	.237	.816	1.586
Distributions from net investment income	(.147)	(.282)	(.325)	(.298)	(.287)	(.278)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.183)	(.331)	(.325)	(.298)	(.337)	(.278)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.96	$ 9.99	$ 9.94	$ 9.73	$ 9.79	$ 9.31
Total Return^{B, C, D}	1.54%	3.89%	5.60%	2.46%	8.96%	20.31%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.99%^A	.99%	.99%	1.00%	1.03%	1.05%
Expenses net of fee waivers, if any	.99%^A	.99%	.99%	1.00%	1.03%	1.05%
Expenses net of all reductions	.99%^A	.99%	.99%	1.00%	1.03%	1.04%
Net investment income (loss)	3.08%^A	3.11%	3.47%	3.25%	4.11%	4.09%
Supplemental Data
Net assets, end of period (in millions)	$ 1,628	$ 1,681	$ 1,305	$ 1,587	$ 1,064	$ 518
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30	$ 8.00
Income from Investment Operations
Net investment income (loss)^E	.148	.299	.330	.312	.391	.349
Net realized and unrealized gain (loss)	-^I	.071	.195	(.070)	.416	1.228
Total from investment operations	.148	.370	.525	.242	.807	1.577
Distributions from net investment income	(.142)	(.272)	(.315)	(.293)	(.288)	(.279)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.178)	(.321)	(.315)	(.293)	(.338)	(.279)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.95	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30
Total Return^{B, C, D}	1.50%	3.79%	5.50%	2.51%	8.87%	20.20%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.08%^A	1.09%	1.09%	1.05%	1.02%	1.04%
Expenses net of fee waivers, if any	1.08%^A	1.09%	1.09%	1.05%	1.02%	1.04%
Expenses net of all reductions	1.08%^A	1.09%	1.09%	1.05%	1.02%	1.04%
Net investment income (loss)	2.99%^A	3.01%	3.37%	3.19%	4.12%	4.10%
Supplemental Data
Net assets, end of period (in millions)	$ 269	$ 272	$ 241	$ 271	$ 242	$ 143
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30	$ 7.99
Income from Investment Operations
Net investment income (loss)^E	.126	.256	.288	.266	.341	.305
Net realized and unrealized gain (loss)	-^I	.071	.195	(.070)	.416	1.238
Total from investment operations	.126	.327	.483	.196	.757	1.543
Distributions from net investment income	(.120)	(.229)	(.273)	(.247)	(.238)	(.235)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.156)	(.278)	(.273)	(.247)	(.288)	(.235)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.95	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30
Total Return^{B, C, D}	1.27%	3.35%	5.05%	2.03%	8.30%	19.74%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.52%^A	1.52%	1.52%	1.52%	1.55%	1.56%
Expenses net of fee waivers, if any	1.52%^A	1.52%	1.52%	1.52%	1.55%	1.55%
Expenses net of all reductions	1.52%^A	1.52%	1.52%	1.52%	1.55%	1.55%
Net investment income (loss)	2.55%^A	2.58%	2.94%	2.72%	3.59%	3.59%
Supplemental Data
Net assets, end of period (in millions)	$ 20	$ 23	$ 24	$ 32	$ 43	$ 44
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.99	$ 9.94	$ 9.73	$ 9.78	$ 9.31	$ 8.00
Income from Investment Operations
Net investment income (loss)^E	.115	.235	.267	.244	.321	.288
Net realized and unrealized gain (loss)	-^I	.070	.195	(.070)	.415	1.235
Total from investment operations	.115	.305	.462	.174	.736	1.523
Distributions from net investment income	(.109)	(.207)	(.252)	(.225)	(.217)	(.215)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.145)	(.256)	(.252)	(.225)	(.267)	(.215)
Redemption fees added to paid in capital^E	-^I	.001	-^I	.001	.001	.002
Net asset value, end of period	$ 9.96	$ 9.99	$ 9.94	$ 9.73	$ 9.78	$ 9.31
Total Return^{B, C, D}	1.16%	3.11%	4.81%	1.80%	8.05%	19.43%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.74%^A	1.74%	1.74%	1.74%	1.76%	1.78%
Expenses net of fee waivers, if any	1.74%^A	1.74%	1.74%	1.74%	1.76%	1.78%
Expenses net of all reductions	1.74%^A	1.74%	1.74%	1.74%	1.76%	1.78%
Net investment income (loss)	2.32%^A	2.35%	2.72%	2.50%	3.38%	3.35%
Supplemental Data
Net assets, end of period (in millions)	$ 942	$ 960	$ 806	$ 852	$ 622	$ 335
Portfolio turnover rate^G	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

^I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Fidelity Floating Rate High Income Fund

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30	$ 8.00
Income from Investment Operations
Net investment income (loss)^D	.167	.337	.368	.345	.418	.377
Net realized and unrealized gain (loss)	-^H	.071	.195	(.070)	.417	1.225
Total from investment operations	.167	.408	.563	.275	.835	1.602
Distributions from net investment income	(.161)	(.310)	(.353)	(.326)	(.316)	(.304)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.197)	(.359)	(.353)	(.326)	(.366)	(.304)
Redemption fees added to paid in capital^D	-^H	.001	-^H	.001	.001	.002
Net asset value, end of period	$ 9.95	$ 9.98	$ 9.93	$ 9.72	$ 9.77	$ 9.30
Total Return^{B, C}	1.69%	4.19%	5.91%	2.86%	9.18%	20.55%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.70%^A	.70%	.71%	.71%	.73%	.75%
Expenses net of fee waivers, if any	.70%^A	.70%	.71%	.71%	.73%	.75%
Expenses net of all reductions	.70%^A	.70%	.71%	.71%	.73%	.75%
Net investment income (loss)	3.37%^A	3.39%	3.75%	3.53%	4.41%	4.39%
Supplemental Data
Net assets, end of period (in millions)	$ 9,775	$ 8,882	$ 5,720	$ 5,399	$ 3,566	$ 2,354
Portfolio turnover rate^F	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

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

^H Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended April 30,	Years ended October 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 9.97	$ 9.92	$ 9.71	$ 9.77	$ 9.29	$ 7.99
Income from Investment Operations
Net investment income (loss)^D	.164	.332	.363	.341	.415	.379
Net realized and unrealized gain (loss)	-^H	.071	.196	(.079)	.427	1.221
Total from investment operations	.164	.403	.559	.262	.842	1.600
Distributions from net investment income	(.158)	(.305)	(.349)	(.323)	(.313)	(.302)
Distributions from net realized gain	(.036)	(.049)	-	-	(.050)	-
Total distributions	(.194)	(.354)	(.349)	(.323)	(.363)	(.302)
Redemption fees added to paid in capital^D	-^H	.001	-^H	.001	.001	.002
Net asset value, end of period	$ 9.94	$ 9.97	$ 9.92	$ 9.71	$ 9.77	$ 9.29
Total Return^{B, C}	1.66%	4.15%	5.87%	2.72%	9.27%	20.54%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.75%^A	.75%	.75%	.75%	.76%	.77%
Expenses net of fee waivers, if any	.75%^A	.75%	.75%	.75%	.76%	.77%
Expenses net of all reductions	.75%^A	.75%	.75%	.75%	.76%	.77%
Net investment income (loss)	3.32%^A	3.34%	3.71%	3.50%	4.38%	4.36%
Supplemental Data
Net assets, end of period (in millions)	$ 3,683	$ 3,646	$ 2,510	$ 1,992	$ 1,138	$ 469
Portfolio turnover rate^F	60%^A	62%	49%	54%	43%	25%

^A Annualized

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

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

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

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

^H Amount represents less than $.001 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2014

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation	$ 179,763
Gross unrealized depreciation	(52,316)
Net unrealized appreciation (depreciation) on securities and other investments	$ 127,447

Tax cost	$ 16,464,640

Fiscal year of expiration
2017	$ (12,891)

Semiannual Report

3. Significant Accounting Policies - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of bank loan obligations), other than short-term securities, aggregated $5,872,626 and $4,460,329, respectively.

5. Fees and Other Transactions with Affiliates.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 2,092	$ 124
Class T	-%	.25%	340	4
Class B	.55%	.15%	77	61
Class C	.75%	.25%	4,806	950
			$ 7,315	$ 1,139

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

	Retained by FDC
Class A	$ 48
Class T	9
Class B*	12
Class C*	55
	$ 124

* 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.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 1,220	.15
Class T	322	.24
Class B	25	.23
Class C	711	.15
Fidelity Floating Rate High Income Fund	5,135	.11
Institutional Class	3,031	.16
	$ 10,444

* Annualized

6. Committed Line of Credit.

7. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $5.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended April 30, 2014	Year ended October 31, 2013
From net investment income
Class A	$ 24,588	$ 41,401
Class T	3,874	7,141
Class B	265	529
Class C	10,511	18,030
Fidelity Floating Rate High Income Fund	153,718	214,851
Institutional Class	59,844	93,637
Total	$ 252,800	$ 375,589
From net realized gain
Class A	$ 6,085	$ 6,467
Class T	983	1,176
Class B	81	117
Class C	3,472	3,997
Fidelity Floating Rate High Income Fund	33,019	28,516
Institutional Class	13,499	12,686
Total	$ 57,139	$ 52,959

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended April 30, 2014	Year ended October 31, 2013	Six months ended April 30, 2014	Year ended October 31, 2013
Class A
Shares sold	22,875	75,563	$ 228,535	$ 753,535
Reinvestment of distributions	2,525	3,658	25,210	36,455
Shares redeemed	(30,277)	(42,208)	(302,453)	(421,018)
Net increase (decrease)	(4,877)	37,013	$ (48,708)	$ 368,972
Class T
Shares sold	2,607	10,009	$ 26,018	$ 99,597
Reinvestment of distributions	439	727	4,371	7,232
Shares redeemed	(3,290)	(7,688)	(32,819)	(76,547)
Net increase (decrease)	(244)	3,048	$ (2,430)	$ 30,282

Semiannual Report

9. Share Transactions - continued

	Shares		Dollars
	Six months ended April 30, 2014	Year ended October 31, 2013	Six months ended April 30, 2014	Year ended October 31, 2013
Class B
Shares sold	160	663	$ 1,596	$ 6,596
Reinvestment of distributions	28	50	281	495
Shares redeemed	(448)	(851)	(4,465)	(8,474)
Net increase (decrease)	(260)	(138)	$ (2,588)	$ (1,383)
Class C
Shares sold	8,291	30,392	$ 82,814	$ 303,076
Reinvestment of distributions	1,055	1,609	10,532	16,022
Shares redeemed	(10,838)	(17,011)	(108,232)	(169,644)
Net increase (decrease)	(1,492)	14,990	$ (14,886)	$ 149,454
Fidelity Floating Rate High Income Fund
Shares sold	207,340	483,346	$ 2,068,584	$ 4,812,772
Reinvestment of distributions	15,374	20,114	153,243	200,158
Shares redeemed	(130,141)	(189,555)	(1,297,625)	(1,887,500)
Net increase (decrease)	92,573	313,905	$ 924,202	$ 3,125,430
Institutional Class
Shares sold	71,292	203,411	$ 710,772	$ 2,024,367
Reinvestment of distributions	4,045	5,909	40,291	58,759
Shares redeemed	(70,435)	(96,688)	(702,063)	(962,445)
Net increase (decrease)	4,902	112,632	$ 49,000	$ 1,120,681

10. Other.

Semiannual Report

Report of Independent Registered Public Accounting Firm

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

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 18, 2014

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

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

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) ang646042
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

FHI-USAN-0614
1.784879.111

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

Value

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

Semiannual Report

April 30, 2014

(Fidelity Cover Art)

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.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

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 (November 1, 2013 to April 30, 2014).

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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value November 1, 2013	Ending Account Value April 30, 2014	Expenses Paid During Period* November 1, 2013 to April 30, 2014
Class A	1.25%
Actual		$ 1,000.00	$ 1,084.70	$ 6.46
Hypothetical^A		$ 1,000.00	$ 1,018.60	$ 6.26
Class T	1.50%
Actual		$ 1,000.00	$ 1,083.10	$ 7.75
Hypothetical^A		$ 1,000.00	$ 1,017.36	$ 7.50
Class B	2.00%
Actual		$ 1,000.00	$ 1,080.90	$ 10.32
Hypothetical^A		$ 1,000.00	$ 1,014.88	$ 9.99
Class C	2.00%
Actual		$ 1,000.00	$ 1,080.50	$ 10.32
Hypothetical^A		$ 1,000.00	$ 1,014.88	$ 9.99
Institutional Class	1.00%
Actual		$ 1,000.00	$ 1,086.00	$ 5.17
Hypothetical^A		$ 1,000.00	$ 1,019.84	$ 5.01

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Sempra Energy	1.8	2.0
Edison International	1.7	1.5
ITC Holdings Corp.	1.4	1.6
NiSource, Inc.	1.3	1.3
Berkshire Hathaway, Inc. Class B	1.1	1.0
URS Corp.	1.0	1.3
Reinsurance Group of America, Inc.	0.9	0.9
Broadcom Corp. Class A	0.9	0.7
U.S. Bancorp	0.9	1.3
Total System Services, Inc.	0.9	0.6
	11.9
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	28.2	27.6
Information Technology	11.8	11.3
Consumer Discretionary	11.8	11.9
Utilities	10.0	9.7
Industrials	9.5	10.5

Asset Allocation (% of fund's net assets)
As of April 30, 2014*			As of October 31, 2013**
	Stocks and Equity Futures 97.0%			Stocks and Equity Futures 97.6%
	Other Investments 0.2%			Other Investments 0.0%
	Short-Term Investments and Net Other Assets (Liabilities) 2.8%			Short-Term Investments and Net Other Assets (Liabilities) 2.4%
* Foreign investments		17.9%	** Foreign investments		14.9%

tre1245598

Semiannual Report

Investments April 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.2%
	Shares		Value
CONSUMER DISCRETIONARY - 11.8%
Auto Components - 1.3%
Allison Transmission Holdings, Inc.	13,624		$ 406,540
Tenneco, Inc. (a)	3,414		204,396
Visteon Corp. (a)	6,171		535,705
			1,146,641
Diversified Consumer Services - 0.7%
Anhanguera Educacional Participacoes SA	27,400		169,580
H&R Block, Inc.	7,212		204,965
Houghton Mifflin Harcourt Co.	9,315		190,305
			564,850
Hotels, Restaurants & Leisure - 0.4%
Bloomin' Brands, Inc. (a)	10,500		223,860
Brinker International, Inc.	3,220		158,231
			382,091
Household Durables - 0.8%
Helen of Troy Ltd. (a)	3,153		197,693
KB Home	28,008		462,412
			660,105
Internet & Catalog Retail - 0.2%
Liberty Interactive Corp. Series A (a)	6,648		193,191
Leisure Products - 0.2%
Brunswick Corp.	4,393		176,555
Media - 2.2%
CBS Corp. Class B	6,990		403,742
Ipsos SA	2,835		109,892
Liberty Media Corp. Class A (a)	2,380		308,710
Live Nation Entertainment, Inc. (a)	25,698		536,574
Sinclair Broadcast Group, Inc. Class A	9,244		247,092
Twenty-First Century Fox, Inc. Class A	5,460		174,829
UBM PLC	13,700		151,856
			1,932,695
Multiline Retail - 1.2%
Dillard's, Inc. Class A	2,998		293,594
Kohl's Corp.	8,493		465,331
Macy's, Inc.	4,832		277,502
			1,036,427
Specialty Retail - 4.6%
Abercrombie & Fitch Co. Class A	6,191		227,581
Advance Auto Parts, Inc.	2,180		264,412
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
AutoZone, Inc. (a)	538		$ 287,233
Bed Bath & Beyond, Inc. (a)	2,900		180,177
Best Buy Co., Inc.	17,525		454,423
Chico's FAS, Inc.	26,244		416,755
Foot Locker, Inc.	6,040		281,041
Office Depot, Inc. (a)	50,991		208,553
PetSmart, Inc. (d)	2,900		196,272
Rent-A-Center, Inc.	7,730		225,793
Select Comfort Corp. (a)	23,654		435,234
Staples, Inc.	50,839		635,488
The Men's Wearhouse, Inc.	4,281		202,834
			4,015,796
Textiles, Apparel & Luxury Goods - 0.2%
Gildan Activewear, Inc.	3,400		173,808
TOTAL CONSUMER DISCRETIONARY			10,282,159
CONSUMER STAPLES - 3.7%
Beverages - 0.8%
C&C Group PLC	31,381		186,771
Cott Corp.	23,333		189,466
Molson Coors Brewing Co. Class B	4,017		240,899
Treasury Wine Estates Ltd.	25,245		89,354
			706,490
Food Products - 1.9%
Bunge Ltd.	8,315		662,290
Dean Foods Co.	22,941		363,385
Greencore Group PLC	40,182		177,139
Ingredion, Inc.	3,146		221,636
The J.M. Smucker Co.	2,544		245,954
			1,670,404
Household Products - 0.2%
Svenska Cellulosa AB (SCA) (B Shares)	6,125		171,536
Personal Products - 0.3%
Coty, Inc. Class A	17,435		279,832
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Tobacco - 0.5%
Japan Tobacco, Inc.	4,300		$ 141,153
Lorillard, Inc.	4,398		261,329
			402,482
TOTAL CONSUMER STAPLES			3,230,744
ENERGY - 7.7%
Energy Equipment & Services - 2.2%
Cameron International Corp. (a)	7,989		518,965
Halliburton Co.	10,309		650,189
National Oilwell Varco, Inc.	2,960		232,449
Odfjell Drilling A/S	17,418		98,455
Rowan Companies PLC	15,383		475,642
			1,975,700
Oil, Gas & Consumable Fuels - 5.5%
Access Midstream Partners LP	5,861		347,850
Anadarko Petroleum Corp.	2,400		237,648
BPZ Energy, Inc. (a)(d)	78,643		212,336
Canadian Natural Resources Ltd.	5,300		215,955
Cloud Peak Energy, Inc. (a)	1,367		26,916
Energen Corp.	8,020		624,838
Imperial Oil Ltd.	4,100		200,203
Marathon Petroleum Corp.	6,367		591,813
Markwest Energy Partners LP	2,200		139,348
Newfield Exploration Co. (a)	11,030		373,366
Noble Energy, Inc.	5,000		358,900
Northern Oil & Gas, Inc. (a)	9,209		142,095
Scorpio Tankers, Inc.	12,555		113,121
Stone Energy Corp. (a)	5,910		289,886
Ultra Petroleum Corp. (a)	7,200		214,560
Whiting Petroleum Corp. (a)	9,444		696,212
			4,785,047
TOTAL ENERGY			6,760,747
FINANCIALS - 27.4%
Banks - 4.8%
Bank of Ireland (a)	212,097		83,002
Barclays PLC sponsored ADR	13,236		226,468
CIT Group, Inc.	10,144		436,699
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Citigroup, Inc.	4,384		$ 210,037
EFG Eurobank Ergasias SA (a)	368,200		209,437
First Citizen Bancshares, Inc.	2,537		570,546
JPMorgan Chase & Co.	9,702		543,118
M&T Bank Corp.	2,879		351,267
PNC Financial Services Group, Inc.	4,741		398,434
U.S. Bancorp	19,755		805,609
Wells Fargo & Co.	6,749		335,020
			4,169,637
Capital Markets - 3.7%
Ameriprise Financial, Inc.	3,545		395,728
Apollo Global Management LLC Class A	4,218		114,434
Ares Capital Corp.	15,183		260,692
Carlyle Group LP	8,060		258,565
E*TRADE Financial Corp. (a)	15,459		347,055
Fortress Investment Group LLC	27,072		193,565
Invesco Ltd.	18,879		664,730
KKR & Co. LP	16,212		368,175
The Blackstone Group LP	11,396		336,524
UBS AG	13,560		283,592
Vontobel Holdings AG	1,138		44,545
			3,267,605
Consumer Finance - 2.0%
Capital One Financial Corp.	8,379		619,208
Cash America International, Inc.	3,804		165,664
SLM Corp.	30,202		777,702
Springleaf Holdings, Inc.	7,002		160,906
			1,723,480
Diversified Financial Services - 1.5%
Berkshire Hathaway, Inc. Class B (a)	7,591		978,100
The NASDAQ OMX Group, Inc.	8,830		325,827
			1,303,927
Insurance - 6.7%
AFLAC, Inc.	3,968		248,873
Allied World Assurance Co. Holdings Ltd.	2,207		237,672
Allstate Corp.	4,315		245,739
AMBAC Financial Group, Inc. (a)	17,101		516,108
Fairfax Financial Holdings Ltd. (sub. vtg.)	1,520		662,751
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Fidelity National Financial, Inc. Class A	8,400		$ 270,312
Greenlight Capital Re, Ltd. (a)	9,790		311,616
Intact Financial Corp.	3,800		249,520
Mercury General Corp.	2,892		138,411
Old Republic International Corp.	20,111		333,038
Primerica, Inc.	3,800		174,382
ProAssurance Corp.	4,343		197,259
Progressive Corp.	5,470		132,648
Prudential PLC	13,839		318,147
Reinsurance Group of America, Inc.	10,764		825,706
StanCorp Financial Group, Inc.	3,668		224,115
Third Point Reinsurance Ltd.	8,008		125,245
Torchmark Corp.	4,499		358,570
Validus Holdings Ltd.	8,346		309,386
			5,879,498
Real Estate Investment Trusts - 6.8%
Alexandria Real Estate Equities, Inc.	4,370		322,593
American Capital Agency Corp.	22,078		501,391
American Tower Corp.	7,822		653,293
Boston Properties, Inc.	429		50,253
Corporate Office Properties Trust (SBI)	6,111		163,469
Digital Realty Trust, Inc. (d)	3,858		206,017
Equity Lifestyle Properties, Inc.	14,668		614,149
Eurobank Properties Real Estate Investment Co.	51,742		598,681
General Growth Properties, Inc.	3,989		91,627
HCP, Inc.	3,200		133,952
iStar Financial, Inc. (a)(d)	13,265		197,118
Kilroy Realty Corp.	1,301		77,501
Liberty Property Trust (SBI)	2,300		86,250
MFA Financial, Inc.	22,410		177,711
NorthStar Realty Finance Corp.	21,211		339,800
Piedmont Office Realty Trust, Inc. Class A	15,300		269,433
Redwood Trust, Inc.	11,768		256,542
Ryman Hospitality Properties, Inc. (d)	2,911		132,596
SL Green Realty Corp.	2,480		259,681
Sun Communities, Inc.	3,713		169,201
The Macerich Co.	2,480		160,977
Weyerhaeuser Co.	13,900		414,915
WP Carey, Inc.	300		18,444
			5,895,594
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - 1.8%
Brookfield Asset Management, Inc. Class A	2,500		$ 104,945
CBRE Group, Inc. (a)	13,695		364,835
Forest City Enterprises, Inc. Class A (a)	22,583		427,045
Kennedy Wilson Europe Real Estate PLC	8,400		144,662
Kennedy-Wilson Holdings, Inc. (a)	24,886		543,510
			1,584,997
Thrifts & Mortgage Finance - 0.1%
Ocwen Financial Corp. (a)	3,100		117,490
TOTAL FINANCIALS			23,942,228
HEALTH CARE - 8.5%
Biotechnology - 1.1%
Aegerion Pharmaceuticals, Inc. (a)	2,188		96,841
Amgen, Inc.	1,825		203,944
Cubist Pharmaceuticals, Inc.	2,239		156,864
Theravance, Inc. (a)(d)	7,454		200,662
United Therapeutics Corp. (a)	3,356		335,634
			993,945
Health Care Equipment & Supplies - 1.1%
Boston Scientific Corp. (a)	25,300		319,033
CareFusion Corp. (a)	3,298		128,820
Masimo Corp. (a)	2,600		69,576
The Cooper Companies, Inc.	1,100		145,101
Zimmer Holdings, Inc.	3,003		290,690
			953,220
Health Care Providers & Services - 2.9%
Accretive Health, Inc. (a)	10,427		83,937
Cardinal Health, Inc.	6,477		450,216
Catamaran Corp. (United States) (a)	2,100		79,275
Cigna Corp.	4,590		367,384
Community Health Systems, Inc. (a)	7,883		298,687
Express Scripts Holding Co. (a)	2,946		196,145
HCA Holdings, Inc. (a)	6,984		363,168
Humana, Inc.	2,330		255,718
Quest Diagnostics, Inc.	1,610		90,047
UnitedHealth Group, Inc.	2,490		186,850
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
Universal American Spin Corp.	14,392		$ 103,191
Universal Health Services, Inc. Class B	1,249		102,156
			2,576,774
Health Care Technology - 0.3%
CompuGroup Medical AG	9,405		250,653
Life Sciences Tools & Services - 0.6%
Agilent Technologies, Inc.	5,527		298,679
Lonza Group AG	1,824		190,566
			489,245
Pharmaceuticals - 2.5%
Actavis PLC (a)	3,001		613,194
Cardiome Pharma Corp. (a)	9,600		74,011
Forest Laboratories, Inc. (a)	2,580		237,128
Hospira, Inc. (a)	1,100		50,380
Impax Laboratories, Inc. (a)	12,345		322,822
Jazz Pharmaceuticals PLC (a)	1,633		220,292
Salix Pharmaceuticals Ltd. (a)	515		56,650
Teva Pharmaceutical Industries Ltd. sponsored ADR	5,283		258,127
The Medicines Company (a)	12,342		328,297
			2,160,901
TOTAL HEALTH CARE			7,424,738
INDUSTRIALS - 9.5%
Aerospace & Defense - 1.5%
Curtiss-Wright Corp.	10,259		655,960
Finmeccanica SpA (a)	21,700		200,352
Meggitt PLC	25,206		202,873
Textron, Inc.	6,998		286,218
			1,345,403
Air Freight & Logistics - 0.7%
FedEx Corp.	2,947		401,529
UTi Worldwide, Inc.	17,509		171,413
			572,942
Airlines - 0.3%
Southwest Airlines Co.	8,964		216,660
Commercial Services & Supplies - 1.6%
ADT Corp. (d)	8,731		264,025
Intrum Justitia AB	6,713		194,198
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Iron Mountain, Inc.	12,832		$ 364,942
Progressive Waste Solution Ltd. (Canada)	11,892		289,475
West Corp.	10,490		255,432
			1,368,072
Construction & Engineering - 1.9%
AECOM Technology Corp. (a)	22,719		736,550
URS Corp.	19,233		906,259
			1,642,809
Electrical Equipment - 0.7%
Babcock & Wilcox Co.	18,775		653,182
Industrial Conglomerates - 0.1%
Koninklijke Philips Electronics NV	2,671		85,507
Machinery - 0.8%
Manitowoc Co., Inc.	4,113		130,711
Snap-On, Inc.	361		41,876
Stanley Black & Decker, Inc.	5,665		486,567
Valmont Industries, Inc.	400		59,564
			718,718
Marine - 0.1%
Ultrapetrol (Bahamas) Ltd. (a)	37,800		106,974
Professional Services - 0.5%
Dun & Bradstreet Corp.	2,792		309,242
FTI Consulting, Inc. (a)	3,103		106,433
			415,675
Road & Rail - 0.4%
CSX Corp.	6,201		174,992
Quality Distribution, Inc. (a)	1,552		19,509
TransForce, Inc.	5,200		113,531
			308,032
Trading Companies & Distributors - 0.9%
AerCap Holdings NV (a)	12,796		533,977
WESCO International, Inc. (a)	3,330		292,307
			826,284
TOTAL INDUSTRIALS			8,260,258
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - 11.8%
Communications Equipment - 0.8%
Juniper Networks, Inc. (a)	11,067		$ 273,244
Plantronics, Inc.	4,735		206,304
QUALCOMM, Inc.	2,846		224,009
			703,557
Electronic Equipment & Components - 1.4%
Aeroflex Holding Corp. (a)	16,436		125,735
Ingram Micro, Inc. Class A (a)	9,250		249,380
Jabil Circuit, Inc.	25,850		446,171
TE Connectivity Ltd.	3,534		208,435
TTM Technologies, Inc. (a)	28,797		227,208
			1,256,929
IT Services - 2.4%
Amdocs Ltd.	6,859		319,149
CGI Group, Inc. Class A (sub. vtg.) (a)	7,100		256,003
Computer Sciences Corp.	4,474		264,771
Quindell PLC (d)	423,003		178,550
Sykes Enterprises, Inc. (a)	3,094		61,230
Total System Services, Inc.	24,846		789,357
Unisys Corp. (a)	9,534		232,344
			2,101,404
Semiconductors & Semiconductor Equipment - 2.7%
Broadcom Corp. Class A	26,688		822,257
Freescale Semiconductor, Inc. (a)	12,673		278,426
Intersil Corp. Class A	14,191		175,117
MagnaChip Semiconductor Corp. (a)	7,700		107,800
Maxim Integrated Products, Inc.	4,047		131,285
PMC-Sierra, Inc. (a)	26,662		182,368
Samsung Electronics Co. Ltd.	475		617,487
			2,314,740
Software - 3.9%
Activision Blizzard, Inc.	24,004		480,320
Comverse, Inc. (a)	7,863		196,103
Constellation Software, Inc.	700		155,034
Electronic Arts, Inc. (a)	6,685		189,186
Intuit, Inc.	2,500		189,375
Microsoft Corp.	4,800		193,920
MicroStrategy, Inc. Class A (a)	1,400		170,002
Nintendo Co. Ltd.	900		94,464
Oracle Corp.	18,386		751,620
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Parametric Technology Corp. (a)	4,212		$ 148,978
Rovi Corp. (a)	6,500		144,885
Symantec Corp.	24,762		502,173
Synopsys, Inc. (a)	5,700		214,434
			3,430,494
Technology Hardware, Storage & Peripherals - 0.6%
EMC Corp.	18,912		487,930
TOTAL INFORMATION TECHNOLOGY			10,295,054
MATERIALS - 4.6%
Chemicals - 3.4%
Agrium, Inc.	2,300		220,903
Axiall Corp.	5,506		256,580
Cabot Corp.	4,219		243,858
Celanese Corp. Class A	7,756		476,451
Chemtura Corp. (a)	3,006		67,034
Cytec Industries, Inc.	2,292		218,473
Eastman Chemical Co.	6,357		554,140
LyondellBasell Industries NV Class A	1,920		177,600
Methanex Corp.	7,934		491,437
RPM International, Inc.	3,705		158,055
Tronox Ltd. Class A	2,300		56,350
Westlake Chemical Corp.	1,100		78,320
			2,999,201
Containers & Packaging - 0.3%
Sonoco Products Co.	5,574		234,554
Metals & Mining - 0.9%
Freeport-McMoRan Copper & Gold, Inc.	5,930		203,814
Gem Diamonds Ltd. (a)	32,466		90,994
Newmont Mining Corp.	2,740		68,034
Reliance Steel & Aluminum Co.	1,652		116,995
Rio Tinto PLC sponsored ADR (d)	2,842		154,292
SunCoke Energy, Inc. (a)	6,400		133,568
			767,697
TOTAL MATERIALS			4,001,452
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 0.2%
Diversified Telecommunication Services - 0.1%
CenturyLink, Inc.	950		$ 33,165
Frontier Communications Corp. (d)	14,748		87,751
			120,916
Wireless Telecommunication Services - 0.1%
NII Holdings, Inc. (a)(d)	5,851		5,031
T-Mobile U.S., Inc. (a)	2,347		68,744
			73,775
TOTAL TELECOMMUNICATION SERVICES			194,691
UTILITIES - 10.0%
Electric Utilities - 4.6%
Edison International	26,647		1,507,154
Exelon Corp.	11,100		388,833
ITC Holdings Corp.	33,181		1,226,702
NextEra Energy, Inc.	3,962		395,606
Xcel Energy, Inc.	16,330		520,437
			4,038,732
Gas Utilities - 1.4%
Atmos Energy Corp.	8,762		447,212
National Fuel Gas Co.	10,480		771,747
			1,218,959
Independent Power Producers & Energy Traders - 0.5%
Dynegy, Inc. (a)	16,300		463,735
Multi-Utilities - 3.5%
DTE Energy Co.	4,900		382,886
NiSource, Inc.	31,772		1,153,959
Sempra Energy	15,423		1,520,861
			3,057,706
TOTAL UTILITIES			8,779,132
TOTAL COMMON STOCKS (Cost $70,822,257)		83,171,203
Nonconvertible Preferred Stocks - 0.6%
	Shares		Value
FINANCIALS - 0.6%
Banks - 0.6%
Itau Unibanco Holding SA sponsored ADR (Cost $512,891)	29,252		$ 478,563

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.02% to 0.05% 5/29/14 to 6/26/14 (g) (Cost $109,996)	$ 110,000	109,998

Preferred Securities - 0.2%

FINANCIALS - 0.2%
Diversified Financial Services - 0.2%
Baggot Securities Ltd. 10.24% (e)(f) (Cost $153,576)	100,000		154,452
Money Market Funds - 5.2%
	Shares
Fidelity Cash Central Fund, 0.11% (b)	3,687,252		3,687,252
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	855,701		855,701
TOTAL MONEY MARKET FUNDS (Cost $4,542,953)		4,542,953
TOTAL INVESTMENT PORTFOLIO - 101.3% (Cost $76,141,673)			88,457,169
NET OTHER ASSETS (LIABILITIES) - (1.3)%			(1,110,189)
NET ASSETS - 100%		$ 87,346,980

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
8 CME E-mini S&P MidCap 400 Index Contracts (United States)	June 2014	$ 1,082,480	$ (16,048)

The face value of futures purchased as a percentage of net assets is 1.2%

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $154,452 or 0.2% of net assets.

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

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $109,998.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 1,377
Fidelity Securities Lending Cash Central Fund	3,394
Total	$ 4,771

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 10,282,159	$ 10,282,159	$ -	$ -
Consumer Staples	3,230,744	3,230,744	-	-
Energy	6,760,747	6,760,747	-	-
Financials	24,420,791	23,736,050	684,741	-
Health Care	7,424,738	7,424,738	-	-
Industrials	8,260,258	8,174,751	85,507	-
Information Technology	10,295,054	10,200,590	94,464	-
Materials	4,001,452	4,001,452	-	-
Telecommunication Services	194,691	194,691	-	-
Utilities	8,779,132	8,779,132	-	-
U.S. Government and Government Agency Obligations	109,998	-	109,998	-
Preferred Securities	154,452	-	154,452	-
Money Market Funds	4,542,953	4,542,953	-	-
Total Investments in Securities:	$ 88,457,169	$ 87,328,007	$ 1,129,162	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (16,048)	$ (16,048)	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of April 30, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (16,048)
Total Value of Derivatives	$ -	$ (16,048)

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

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

United States of America	82.1%
Canada	4.5%
Bermuda	2.5%
United Kingdom	2.0%
Ireland	1.6%
Switzerland	1.0%
Others (Individually Less Than 1%)	6.3%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	April 30, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $841,161) - See accompanying schedule: Unaffiliated issuers (cost $71,598,720)	$ 83,914,216
Fidelity Central Funds (cost $4,542,953)	4,542,953
Total Investments (cost $76,141,673)		$ 88,457,169
Cash		114,275
Foreign currency held at value (cost $13,103)		13,163
Receivable for investments sold		575,421
Receivable for fund shares sold		216,827
Dividends receivable		51,478
Interest receivable		15
Distributions receivable from Fidelity Central Funds		891
Receivable for daily variation margin for derivative instruments		6,698
Prepaid expenses		71
Other receivables		708
Total assets		89,436,716

Liabilities
Payable for investments purchased	$ 965,415
Payable for fund shares redeemed	130,798
Accrued management fee	37,208
Distribution and service plan fees payable	32,134
Other affiliated payables	19,509
Other payables and accrued expenses	48,971
Collateral on securities loaned, at value	855,701
Total liabilities		2,089,736

Net Assets		$ 87,346,980
Net Assets consist of:
Paid in capital		$ 91,632,190
Undistributed net investment income		29,994
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(16,614,864)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		12,299,660
Net Assets		$ 87,346,980

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	April 30, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($41,980,651 ÷ 2,056,719 shares)		$ 20.41

Maximum offering price per share (100/94.25 of $20.41)		$ 21.66
Class T: Net Asset Value and redemption price per share ($18,500,278 ÷ 914,577 shares)		$ 20.23

Maximum offering price per share (100/96.50 of $20.23)		$ 20.96
Class B: Net Asset Value and offering price per share ($1,844,999 ÷ 93,906 shares)^A		$ 19.65

Class C: Net Asset Value and offering price per share ($17,374,380 ÷ 887,002 shares)^A		$ 19.59

Institutional Class: Net Asset Value, offering price and redemption price per share ($7,646,672 ÷ 371,379 shares)		$ 20.59

^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 April 30, 2014 (Unaudited)

Investment Income
Dividends		$ 672,741
Interest		9
Income from Fidelity Central Funds		4,771
Total income		677,521

Expenses
Management fee Basic fee	$ 227,498
Performance adjustment	(18,003)
Transfer agent fees	98,222
Distribution and service plan fees	184,307
Accounting and security lending fees	16,175
Custodian fees and expenses	40,358
Independent trustees' compensation	160
Registration fees	57,897
Audit	34,795
Legal	177
Miscellaneous	588
Total expenses before reductions	642,174
Expense reductions	(45,226)	596,948
Net investment income (loss)		80,573
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	6,723,455
Foreign currency transactions	(2,396)
Futures contracts	45,023
Total net realized gain (loss)		6,766,082
Change in net unrealized appreciation (depreciation) on: Investment securities	(295,980)
Assets and liabilities in foreign currencies	188
Futures contracts	(40,096)
Total change in net unrealized appreciation (depreciation)		(335,888)
Net gain (loss)		6,430,194
Net increase (decrease) in net assets resulting from operations		$ 6,510,767

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 April 30, 2014 (Unaudited)	Year ended October 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 80,573	$ 337,465
Net realized gain (loss)	6,766,082	7,180,472
Change in net unrealized appreciation (depreciation)	(335,888)	12,345,975
Net increase (decrease) in net assets resulting from operations	6,510,767	19,863,912
Distributions to shareholders from net investment income	(112,252)	(345,665)
Distributions to shareholders from net realized gain	(142,925)	-
Total distributions	(255,177)	(345,665)
Share transactions - net increase (decrease)	2,500,905	2,685,061
Total increase (decrease) in net assets	8,756,495	22,203,308

Net Assets
Beginning of period	78,590,485	56,387,177
End of period (including undistributed net investment income of $29,994 and undistributed net investment income of $61,673, respectively)	$ 87,346,980	$ 78,590,485

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

Semiannual Report

Financial Highlights - Class A

	Six months ended April 30, 2014	Years ended October 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.90	$ 14.08	$ 12.25	$ 12.12	$ 9.81	$ 8.33
Income from Investment Operations
Net investment income (loss) ^E	.04	.11	.07	.03	.06 ^H	.06
Net realized and unrealized gain (loss)	1.56	4.82	1.79	.17	2.29	1.46
Total from investment operations	1.60	4.93	1.86	.20	2.35	1.52
Distributions from net investment income	(.04)	(.11)	(.03)	(.06)	(.03)	(.04)
Distributions from net realized gain	(.04)	-	-	(.01)	(.01)	-
Total distributions	(.09) ^J	(.11)	(.03)	(.07)	(.04)	(.04)
Net asset value, end of period	$ 20.41	$ 18.90	$ 14.08	$ 12.25	$ 12.12	$ 9.81
Total Return ^{B, C, D}	8.47%	35.30%	15.22%	1.65%	23.99%	18.41%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.35% ^A	1.31%	1.35%	1.29%	1.33%	1.36%
Expenses net of fee waivers, if any	1.25% ^A	1.25%	1.25%	1.25%	1.25%	1.25%
Expenses net of all reductions	1.25% ^A	1.23%	1.25%	1.24%	1.24%	1.25%
Net investment income (loss)	.39% ^A	.69%	.51%	.21%	.51%^H	.76%
Supplemental Data
Net assets, end of period (000 omitted)	$ 41,981	$ 38,397	$ 27,817	$ 29,635	$ 37,972	$ 40,404
Portfolio turnover rate ^G	78% ^A	103%	77%	96%	152%	58%

^A Annualized

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

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

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

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

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .13%.

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

^J Total distributions of $.09 per share is comprised of distributions from net investment income of $.041 and distributions from net realized gain of $.044 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended April 30, 2014	Years ended October 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.72	$ 13.95	$ 12.15	$ 12.03	$ 9.74	$ 8.29
Income from Investment Operations
Net investment income (loss) ^E	.01	.07	.03	(.01)	.03 ^H	.04
Net realized and unrealized gain (loss)	1.54	4.78	1.80	.17	2.27	1.45
Total from investment operations	1.55	4.85	1.83	.16	2.30	1.49
Distributions from net investment income	-	(.08)	(.03)	(.04)	(.01)	(.04)
Distributions from net realized gain	(.04)	-	-	(.01)	(.01)	-
Total distributions	(.04)	(.08)	(.03)	(.04) ^J	(.01) ^K	(.04)
Net asset value, end of period	$ 20.23	$ 18.72	$ 13.95	$ 12.15	$ 12.03	$ 9.74
Total Return ^{B, C, D}	8.31%	34.94%	15.05%	1.35%	23.66%	18.09%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.63% ^A	1.58%	1.61%	1.56%	1.59%	1.62%
Expenses net of fee waivers, if any	1.50% ^A	1.50%	1.50%	1.50%	1.50%	1.50%
Expenses net of all reductions	1.50% ^A	1.48%	1.50%	1.49%	1.49%	1.50%
Net investment income (loss)	.14% ^A	.44%	.26%	(.04)%	.26%^H	.51%
Supplemental Data
Net assets, end of period (000 omitted)	$ 18,500	$ 17,319	$ 12,727	$ 12,866	$ 17,908	$ 19,978
Portfolio turnover rate ^G	78% ^A	103%	77%	96%	152%	58%

^A Annualized

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

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

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

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

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

^J Total distributions of $.04 per share is comprised of distributions from net investment income of $.035 and distributions from net realized gain of $.009 per share.

^K Total distributions of $.01 per share is comprised of distributions from net investment income of $.008 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended April 30, 2014	Years ended October 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.18	$ 13.54	$ 11.85	$ 11.75	$ 9.54	$ 8.16
Income from Investment Operations
Net investment income (loss) ^E	(.03)	(.01)	(.03)	(.07)	(.03) ^H	- ^J
Net realized and unrealized gain (loss)	1.50	4.65	1.74	.17	2.24	1.41
Total from investment operations	1.47	4.64	1.71	.10	2.21	1.41
Distributions from net investment income	-	-	(.02)	-	-	(.03)
Net asset value, end of period	$ 19.65	$ 18.18	$ 13.54	$ 11.85	$ 11.75	$ 9.54
Total Return ^{B, C, D}	8.09%	34.27%	14.41%	.85%	23.17%	17.43%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	2.18% ^A	2.11%	2.13%	2.05%	2.08%	2.12%
Expenses net of fee waivers, if any	2.00% ^A	2.00%	2.00%	2.00%	2.00%	2.00%
Expenses net of all reductions	2.00% ^A	1.98%	2.00%	1.99%	1.99%	2.00%
Net investment income (loss)	(.36)% ^A	(.06)%	(.24)%	(.54)%	(.24)^H	.01%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,845	$ 2,116	$ 2,480	$ 3,482	$ 4,937	$ 4,828
Portfolio turnover rate ^G	78% ^A	103%	77%	96%	152%	58%

^A Annualized

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

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

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

^J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended April 30, 2014	Years ended October 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.13	$ 13.51	$ 11.83	$ 11.73	$ 9.53	$ 8.14
Income from Investment Operations
Net investment income (loss) ^E	(.03)	(.01)	(.03)	(.07)	(.03) ^H	- ^J
Net realized and unrealized gain (loss)	1.49	4.64	1.73	.17	2.23	1.42
Total from investment operations	1.46	4.63	1.70	.10	2.20	1.42
Distributions from net investment income	-	(.01)	(.02)	-	-	(.03)
Net asset value, end of period	$ 19.59	$ 18.13	$ 13.51	$ 11.83	$ 11.73	$ 9.53
Total Return ^{B, C, D}	8.05%	34.32%	14.36%	.85%	23.08%	17.60%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	2.12% ^A	2.08%	2.10%	2.04%	2.08%	2.11%
Expenses net of fee waivers, if any	2.00% ^A	2.00%	2.00%	2.00%	2.00%	2.00%
Expenses net of all reductions	2.00% ^A	1.98%	1.99%	1.99%	1.99%	2.00%
Net investment income (loss)	(.36)% ^A	(.06)%	(.24)%	(.54)%	(.24)%^H	.01%
Supplemental Data
Net assets, end of period (000 omitted)	$ 17,374	$ 14,354	$ 9,283	$ 8,976	$ 9,497	$ 9,692
Portfolio turnover rate ^G	78% ^A	103%	77%	96%	152%	58%

^A Annualized

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

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

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

^J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended April 30, 2014	Years ended October 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.09	$ 14.22	$ 12.34	$ 12.21	$ 9.88	$ 8.37
Income from Investment Operations
Net investment income (loss) ^D	.06	.16	.10	.06	.09 ^G	.08
Net realized and unrealized gain (loss)	1.57	4.86	1.81	.18	2.31	1.47
Total from investment operations	1.63	5.02	1.91	.24	2.40	1.55
Distributions from net investment income	(.09)	(.15)	(.03)	(.10)	(.06)	(.04)
Distributions from net realized gain	(.04)	-	-	(.01)	(.01)	-
Total distributions	(.13)	(.15)	(.03)	(.11)	(.07)	(.04)
Net asset value, end of period	$ 20.59	$ 19.09	$ 14.22	$ 12.34	$ 12.21	$ 9.88
Total Return ^{B, C}	8.60%	35.65%	15.56%	1.93%	24.36%	18.74%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	1.04% ^A	.96%	.99%	.97%	1.03%	1.16%
Expenses net of fee waivers, if any	1.00% ^A	.96%	.99%	.97%	1.00%	1.00%
Expenses net of all reductions	1.00% ^A	.94%	.99%	.96%	.99%	1.00%
Net investment income (loss)	.64% ^A	.98%	.76%	.49%	.76% ^G	1.01%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,647	$ 6,405	$ 4,080	$ 4,869	$ 5,894	$ 5,230
Portfolio turnover rate^F	78% ^A	103%	77%	96%	152%	58%

^A Annualized

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

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

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

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

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .38%.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2014 (Unaudited)

1. Organization.

Fidelity Advisor® Value Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Book-tax differences are primarily due to futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 14,134,454
Gross unrealized depreciation	(1,949,597)
Net unrealized appreciation (depreciation) on securities and other investments	$ 12,184,857

Tax cost	$ 76,272,312

Fiscal year of expiration

2017

$ (23,008,999)

Semiannual Report

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

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

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments - continued

Futures Contracts - continued

subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $45,023 and a change in net unrealized appreciation (depreciation) of $(40,096) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $32,781,511 and $31,141,890, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to its benchmark index, the Russell Midcap Value Index, over the same 36 month performance period. For the reporting period, the total

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

annualized management fee rate, including the performance adjustment, was .51% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 50,365	$ 1,102
Class T	.25%	.25%	44,702	525
Class B	.75%	.25%	9,937	7,573
Class C	.75%	.25%	79,303	13,966
			$ 184,307	$ 23,166

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

	Retained by FDC
Class A	$ 6,075
Class T	1,439
Class B*	788
Class C*	1,228
	$ 9,530

* 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

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

	Amount	% of Average Net Assets*
Class A	$ 46,245	.23
Class T	23,034	.26
Class B	3,002	.30
Class C	20,199	.25
Institutional Class	5,742	.17
	$ 98,222

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $926 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $75 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $3,394. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

The investment adviser voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement
Class A	1.25%	$ 20,277
Class T	1.50%	11,580
Class B	2.00%	1,812
Class C	2.00%	9,487
Institutional Class	1.00%	1,508
		$ 44,664

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions - continued

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $553 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $9.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended April 30, 2014	Year ended October 31, 2013
From net investment income
Class A	$ 83,047	$ 223,873
Class T	-	71,100
Class C	-	8,906
Institutional Class	29,205	41,786
Total	$ 112,252	$ 345,665
From net realized gain
Class A	$ 89,124	$ -
Class T	39,363	-
Institutional Class	14,438	-
Total	$ 142,925	$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended April 30, 2014	Year ended October 31, 2013	Six months ended April 30, 2014	Year ended October 31, 2013
Class A
Shares sold	262,251	661,325	$ 5,187,213	$ 11,066,745
Reinvestment of distributions	8,091	14,139	155,015	202,243
Shares redeemed	(244,901)	(619,275)	(4,815,572)	(10,353,339)
Net increase (decrease)	25,441	56,189	$ 526,656	$ 915,649
Class T
Shares sold	79,451	183,578	$ 1,565,739	$ 3,054,837
Reinvestment of distributions	2,020	4,868	38,408	69,164
Shares redeemed	(92,255)	(175,709)	(1,782,781)	(2,895,363)
Net increase (decrease)	(10,784)	12,737	$ (178,634)	$ 228,638

Semiannual Report

11. Share Transactions - continued

	Shares		Dollars
	Six months ended April 30, 2013	Year ended October 31, 2012	Six months ended April 30, 2013	Year ended October 31, 2012
Class B
Shares sold	2,813	16,969	$ 54,581	$ 251,841
Shares redeemed	(25,273)	(83,730)	(479,924)	(1,299,094)
Net increase (decrease)	(22,460)	(66,761)	$ (425,343)	$ (1,047,253)
Class C
Shares sold	174,157	286,749	$ 3,318,509	$ 4,683,936
Reinvestment of distributions	-	588	-	8,189
Shares redeemed	(79,014)	(182,473)	(1,481,175)	(2,936,174)
Net increase (decrease)	95,143	104,864	$ 1,837,334	$ 1,755,951
Institutional Class
Shares sold	108,550	121,561	$ 2,176,591	$ 2,027,800
Reinvestment of distributions	1,763	2,173	34,039	31,289
Shares redeemed	(74,419)	(75,216)	(1,469,738)	(1,227,013)
Net increase (decrease)	35,894	48,518	$ 740,892	$ 832,076

12. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)

FAV-USAN-0614
1.800649.110

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

Value

Fund - Institutional Class

Semiannual Report

April 30, 2014

(Fidelity Cover Art)

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.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).

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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value November 1, 2013	Ending Account Value April 30, 2014	Expenses Paid During Period* November 1, 2013 to April 30, 2014
Class A	1.25%
Actual		$ 1,000.00	$ 1,084.70	$ 6.46
Hypothetical^A		$ 1,000.00	$ 1,018.60	$ 6.26
Class T	1.50%
Actual		$ 1,000.00	$ 1,083.10	$ 7.75
Hypothetical^A		$ 1,000.00	$ 1,017.36	$ 7.50
Class B	2.00%
Actual		$ 1,000.00	$ 1,080.90	$ 10.32
Hypothetical^A		$ 1,000.00	$ 1,014.88	$ 9.99
Class C	2.00%
Actual		$ 1,000.00	$ 1,080.50	$ 10.32
Hypothetical^A		$ 1,000.00	$ 1,014.88	$ 9.99
Institutional Class	1.00%
Actual		$ 1,000.00	$ 1,086.00	$ 5.17
Hypothetical^A		$ 1,000.00	$ 1,019.84	$ 5.01

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Sempra Energy	1.8	2.0
Edison International	1.7	1.5
ITC Holdings Corp.	1.4	1.6
NiSource, Inc.	1.3	1.3
Berkshire Hathaway, Inc. Class B	1.1	1.0
URS Corp.	1.0	1.3
Reinsurance Group of America, Inc.	0.9	0.9
Broadcom Corp. Class A	0.9	0.7
U.S. Bancorp	0.9	1.3
Total System Services, Inc.	0.9	0.6
	11.9
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	28.2	27.6
Information Technology	11.8	11.3
Consumer Discretionary	11.8	11.9
Utilities	10.0	9.7
Industrials	9.5	10.5

Asset Allocation (% of fund's net assets)
As of April 30, 2014*			As of October 31, 2013**
	Stocks and Equity Futures 97.0%			Stocks and Equity Futures 97.6%
	Other Investments 0.2%			Other Investments 0.0%
	Short-Term Investments and Net Other Assets (Liabilities) 2.8%			Short-Term Investments and Net Other Assets (Liabilities) 2.4%
* Foreign investments		17.9%	** Foreign investments		14.9%

tre1245611

Semiannual Report

Investments April 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.2%
	Shares		Value
CONSUMER DISCRETIONARY - 11.8%
Auto Components - 1.3%
Allison Transmission Holdings, Inc.	13,624		$ 406,540
Tenneco, Inc. (a)	3,414		204,396
Visteon Corp. (a)	6,171		535,705
			1,146,641
Diversified Consumer Services - 0.7%
Anhanguera Educacional Participacoes SA	27,400		169,580
H&R Block, Inc.	7,212		204,965
Houghton Mifflin Harcourt Co.	9,315		190,305
			564,850
Hotels, Restaurants & Leisure - 0.4%
Bloomin' Brands, Inc. (a)	10,500		223,860
Brinker International, Inc.	3,220		158,231
			382,091
Household Durables - 0.8%
Helen of Troy Ltd. (a)	3,153		197,693
KB Home	28,008		462,412
			660,105
Internet & Catalog Retail - 0.2%
Liberty Interactive Corp. Series A (a)	6,648		193,191
Leisure Products - 0.2%
Brunswick Corp.	4,393		176,555
Media - 2.2%
CBS Corp. Class B	6,990		403,742
Ipsos SA	2,835		109,892
Liberty Media Corp. Class A (a)	2,380		308,710
Live Nation Entertainment, Inc. (a)	25,698		536,574
Sinclair Broadcast Group, Inc. Class A	9,244		247,092
Twenty-First Century Fox, Inc. Class A	5,460		174,829
UBM PLC	13,700		151,856
			1,932,695
Multiline Retail - 1.2%
Dillard's, Inc. Class A	2,998		293,594
Kohl's Corp.	8,493		465,331
Macy's, Inc.	4,832		277,502
			1,036,427
Specialty Retail - 4.6%
Abercrombie & Fitch Co. Class A	6,191		227,581
Advance Auto Parts, Inc.	2,180		264,412
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
AutoZone, Inc. (a)	538		$ 287,233
Bed Bath & Beyond, Inc. (a)	2,900		180,177
Best Buy Co., Inc.	17,525		454,423
Chico's FAS, Inc.	26,244		416,755
Foot Locker, Inc.	6,040		281,041
Office Depot, Inc. (a)	50,991		208,553
PetSmart, Inc. (d)	2,900		196,272
Rent-A-Center, Inc.	7,730		225,793
Select Comfort Corp. (a)	23,654		435,234
Staples, Inc.	50,839		635,488
The Men's Wearhouse, Inc.	4,281		202,834
			4,015,796
Textiles, Apparel & Luxury Goods - 0.2%
Gildan Activewear, Inc.	3,400		173,808
TOTAL CONSUMER DISCRETIONARY			10,282,159
CONSUMER STAPLES - 3.7%
Beverages - 0.8%
C&C Group PLC	31,381		186,771
Cott Corp.	23,333		189,466
Molson Coors Brewing Co. Class B	4,017		240,899
Treasury Wine Estates Ltd.	25,245		89,354
			706,490
Food Products - 1.9%
Bunge Ltd.	8,315		662,290
Dean Foods Co.	22,941		363,385
Greencore Group PLC	40,182		177,139
Ingredion, Inc.	3,146		221,636
The J.M. Smucker Co.	2,544		245,954
			1,670,404
Household Products - 0.2%
Svenska Cellulosa AB (SCA) (B Shares)	6,125		171,536
Personal Products - 0.3%
Coty, Inc. Class A	17,435		279,832
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Tobacco - 0.5%
Japan Tobacco, Inc.	4,300		$ 141,153
Lorillard, Inc.	4,398		261,329
			402,482
TOTAL CONSUMER STAPLES			3,230,744
ENERGY - 7.7%
Energy Equipment & Services - 2.2%
Cameron International Corp. (a)	7,989		518,965
Halliburton Co.	10,309		650,189
National Oilwell Varco, Inc.	2,960		232,449
Odfjell Drilling A/S	17,418		98,455
Rowan Companies PLC	15,383		475,642
			1,975,700
Oil, Gas & Consumable Fuels - 5.5%
Access Midstream Partners LP	5,861		347,850
Anadarko Petroleum Corp.	2,400		237,648
BPZ Energy, Inc. (a)(d)	78,643		212,336
Canadian Natural Resources Ltd.	5,300		215,955
Cloud Peak Energy, Inc. (a)	1,367		26,916
Energen Corp.	8,020		624,838
Imperial Oil Ltd.	4,100		200,203
Marathon Petroleum Corp.	6,367		591,813
Markwest Energy Partners LP	2,200		139,348
Newfield Exploration Co. (a)	11,030		373,366
Noble Energy, Inc.	5,000		358,900
Northern Oil & Gas, Inc. (a)	9,209		142,095
Scorpio Tankers, Inc.	12,555		113,121
Stone Energy Corp. (a)	5,910		289,886
Ultra Petroleum Corp. (a)	7,200		214,560
Whiting Petroleum Corp. (a)	9,444		696,212
			4,785,047
TOTAL ENERGY			6,760,747
FINANCIALS - 27.4%
Banks - 4.8%
Bank of Ireland (a)	212,097		83,002
Barclays PLC sponsored ADR	13,236		226,468
CIT Group, Inc.	10,144		436,699
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Citigroup, Inc.	4,384		$ 210,037
EFG Eurobank Ergasias SA (a)	368,200		209,437
First Citizen Bancshares, Inc.	2,537		570,546
JPMorgan Chase & Co.	9,702		543,118
M&T Bank Corp.	2,879		351,267
PNC Financial Services Group, Inc.	4,741		398,434
U.S. Bancorp	19,755		805,609
Wells Fargo & Co.	6,749		335,020
			4,169,637
Capital Markets - 3.7%
Ameriprise Financial, Inc.	3,545		395,728
Apollo Global Management LLC Class A	4,218		114,434
Ares Capital Corp.	15,183		260,692
Carlyle Group LP	8,060		258,565
E*TRADE Financial Corp. (a)	15,459		347,055
Fortress Investment Group LLC	27,072		193,565
Invesco Ltd.	18,879		664,730
KKR & Co. LP	16,212		368,175
The Blackstone Group LP	11,396		336,524
UBS AG	13,560		283,592
Vontobel Holdings AG	1,138		44,545
			3,267,605
Consumer Finance - 2.0%
Capital One Financial Corp.	8,379		619,208
Cash America International, Inc.	3,804		165,664
SLM Corp.	30,202		777,702
Springleaf Holdings, Inc.	7,002		160,906
			1,723,480
Diversified Financial Services - 1.5%
Berkshire Hathaway, Inc. Class B (a)	7,591		978,100
The NASDAQ OMX Group, Inc.	8,830		325,827
			1,303,927
Insurance - 6.7%
AFLAC, Inc.	3,968		248,873
Allied World Assurance Co. Holdings Ltd.	2,207		237,672
Allstate Corp.	4,315		245,739
AMBAC Financial Group, Inc. (a)	17,101		516,108
Fairfax Financial Holdings Ltd. (sub. vtg.)	1,520		662,751
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Fidelity National Financial, Inc. Class A	8,400		$ 270,312
Greenlight Capital Re, Ltd. (a)	9,790		311,616
Intact Financial Corp.	3,800		249,520
Mercury General Corp.	2,892		138,411
Old Republic International Corp.	20,111		333,038
Primerica, Inc.	3,800		174,382
ProAssurance Corp.	4,343		197,259
Progressive Corp.	5,470		132,648
Prudential PLC	13,839		318,147
Reinsurance Group of America, Inc.	10,764		825,706
StanCorp Financial Group, Inc.	3,668		224,115
Third Point Reinsurance Ltd.	8,008		125,245
Torchmark Corp.	4,499		358,570
Validus Holdings Ltd.	8,346		309,386
			5,879,498
Real Estate Investment Trusts - 6.8%
Alexandria Real Estate Equities, Inc.	4,370		322,593
American Capital Agency Corp.	22,078		501,391
American Tower Corp.	7,822		653,293
Boston Properties, Inc.	429		50,253
Corporate Office Properties Trust (SBI)	6,111		163,469
Digital Realty Trust, Inc. (d)	3,858		206,017
Equity Lifestyle Properties, Inc.	14,668		614,149
Eurobank Properties Real Estate Investment Co.	51,742		598,681
General Growth Properties, Inc.	3,989		91,627
HCP, Inc.	3,200		133,952
iStar Financial, Inc. (a)(d)	13,265		197,118
Kilroy Realty Corp.	1,301		77,501
Liberty Property Trust (SBI)	2,300		86,250
MFA Financial, Inc.	22,410		177,711
NorthStar Realty Finance Corp.	21,211		339,800
Piedmont Office Realty Trust, Inc. Class A	15,300		269,433
Redwood Trust, Inc.	11,768		256,542
Ryman Hospitality Properties, Inc. (d)	2,911		132,596
SL Green Realty Corp.	2,480		259,681
Sun Communities, Inc.	3,713		169,201
The Macerich Co.	2,480		160,977
Weyerhaeuser Co.	13,900		414,915
WP Carey, Inc.	300		18,444
			5,895,594
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - 1.8%
Brookfield Asset Management, Inc. Class A	2,500		$ 104,945
CBRE Group, Inc. (a)	13,695		364,835
Forest City Enterprises, Inc. Class A (a)	22,583		427,045
Kennedy Wilson Europe Real Estate PLC	8,400		144,662
Kennedy-Wilson Holdings, Inc. (a)	24,886		543,510
			1,584,997
Thrifts & Mortgage Finance - 0.1%
Ocwen Financial Corp. (a)	3,100		117,490
TOTAL FINANCIALS			23,942,228
HEALTH CARE - 8.5%
Biotechnology - 1.1%
Aegerion Pharmaceuticals, Inc. (a)	2,188		96,841
Amgen, Inc.	1,825		203,944
Cubist Pharmaceuticals, Inc.	2,239		156,864
Theravance, Inc. (a)(d)	7,454		200,662
United Therapeutics Corp. (a)	3,356		335,634
			993,945
Health Care Equipment & Supplies - 1.1%
Boston Scientific Corp. (a)	25,300		319,033
CareFusion Corp. (a)	3,298		128,820
Masimo Corp. (a)	2,600		69,576
The Cooper Companies, Inc.	1,100		145,101
Zimmer Holdings, Inc.	3,003		290,690
			953,220
Health Care Providers & Services - 2.9%
Accretive Health, Inc. (a)	10,427		83,937
Cardinal Health, Inc.	6,477		450,216
Catamaran Corp. (United States) (a)	2,100		79,275
Cigna Corp.	4,590		367,384
Community Health Systems, Inc. (a)	7,883		298,687
Express Scripts Holding Co. (a)	2,946		196,145
HCA Holdings, Inc. (a)	6,984		363,168
Humana, Inc.	2,330		255,718
Quest Diagnostics, Inc.	1,610		90,047
UnitedHealth Group, Inc.	2,490		186,850
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
Universal American Spin Corp.	14,392		$ 103,191
Universal Health Services, Inc. Class B	1,249		102,156
			2,576,774
Health Care Technology - 0.3%
CompuGroup Medical AG	9,405		250,653
Life Sciences Tools & Services - 0.6%
Agilent Technologies, Inc.	5,527		298,679
Lonza Group AG	1,824		190,566
			489,245
Pharmaceuticals - 2.5%
Actavis PLC (a)	3,001		613,194
Cardiome Pharma Corp. (a)	9,600		74,011
Forest Laboratories, Inc. (a)	2,580		237,128
Hospira, Inc. (a)	1,100		50,380
Impax Laboratories, Inc. (a)	12,345		322,822
Jazz Pharmaceuticals PLC (a)	1,633		220,292
Salix Pharmaceuticals Ltd. (a)	515		56,650
Teva Pharmaceutical Industries Ltd. sponsored ADR	5,283		258,127
The Medicines Company (a)	12,342		328,297
			2,160,901
TOTAL HEALTH CARE			7,424,738
INDUSTRIALS - 9.5%
Aerospace & Defense - 1.5%
Curtiss-Wright Corp.	10,259		655,960
Finmeccanica SpA (a)	21,700		200,352
Meggitt PLC	25,206		202,873
Textron, Inc.	6,998		286,218
			1,345,403
Air Freight & Logistics - 0.7%
FedEx Corp.	2,947		401,529
UTi Worldwide, Inc.	17,509		171,413
			572,942
Airlines - 0.3%
Southwest Airlines Co.	8,964		216,660
Commercial Services & Supplies - 1.6%
ADT Corp. (d)	8,731		264,025
Intrum Justitia AB	6,713		194,198
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Iron Mountain, Inc.	12,832		$ 364,942
Progressive Waste Solution Ltd. (Canada)	11,892		289,475
West Corp.	10,490		255,432
			1,368,072
Construction & Engineering - 1.9%
AECOM Technology Corp. (a)	22,719		736,550
URS Corp.	19,233		906,259
			1,642,809
Electrical Equipment - 0.7%
Babcock & Wilcox Co.	18,775		653,182
Industrial Conglomerates - 0.1%
Koninklijke Philips Electronics NV	2,671		85,507
Machinery - 0.8%
Manitowoc Co., Inc.	4,113		130,711
Snap-On, Inc.	361		41,876
Stanley Black & Decker, Inc.	5,665		486,567
Valmont Industries, Inc.	400		59,564
			718,718
Marine - 0.1%
Ultrapetrol (Bahamas) Ltd. (a)	37,800		106,974
Professional Services - 0.5%
Dun & Bradstreet Corp.	2,792		309,242
FTI Consulting, Inc. (a)	3,103		106,433
			415,675
Road & Rail - 0.4%
CSX Corp.	6,201		174,992
Quality Distribution, Inc. (a)	1,552		19,509
TransForce, Inc.	5,200		113,531
			308,032
Trading Companies & Distributors - 0.9%
AerCap Holdings NV (a)	12,796		533,977
WESCO International, Inc. (a)	3,330		292,307
			826,284
TOTAL INDUSTRIALS			8,260,258
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - 11.8%
Communications Equipment - 0.8%
Juniper Networks, Inc. (a)	11,067		$ 273,244
Plantronics, Inc.	4,735		206,304
QUALCOMM, Inc.	2,846		224,009
			703,557
Electronic Equipment & Components - 1.4%
Aeroflex Holding Corp. (a)	16,436		125,735
Ingram Micro, Inc. Class A (a)	9,250		249,380
Jabil Circuit, Inc.	25,850		446,171
TE Connectivity Ltd.	3,534		208,435
TTM Technologies, Inc. (a)	28,797		227,208
			1,256,929
IT Services - 2.4%
Amdocs Ltd.	6,859		319,149
CGI Group, Inc. Class A (sub. vtg.) (a)	7,100		256,003
Computer Sciences Corp.	4,474		264,771
Quindell PLC (d)	423,003		178,550
Sykes Enterprises, Inc. (a)	3,094		61,230
Total System Services, Inc.	24,846		789,357
Unisys Corp. (a)	9,534		232,344
			2,101,404
Semiconductors & Semiconductor Equipment - 2.7%
Broadcom Corp. Class A	26,688		822,257
Freescale Semiconductor, Inc. (a)	12,673		278,426
Intersil Corp. Class A	14,191		175,117
MagnaChip Semiconductor Corp. (a)	7,700		107,800
Maxim Integrated Products, Inc.	4,047		131,285
PMC-Sierra, Inc. (a)	26,662		182,368
Samsung Electronics Co. Ltd.	475		617,487
			2,314,740
Software - 3.9%
Activision Blizzard, Inc.	24,004		480,320
Comverse, Inc. (a)	7,863		196,103
Constellation Software, Inc.	700		155,034
Electronic Arts, Inc. (a)	6,685		189,186
Intuit, Inc.	2,500		189,375
Microsoft Corp.	4,800		193,920
MicroStrategy, Inc. Class A (a)	1,400		170,002
Nintendo Co. Ltd.	900		94,464
Oracle Corp.	18,386		751,620
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Parametric Technology Corp. (a)	4,212		$ 148,978
Rovi Corp. (a)	6,500		144,885
Symantec Corp.	24,762		502,173
Synopsys, Inc. (a)	5,700		214,434
			3,430,494
Technology Hardware, Storage & Peripherals - 0.6%
EMC Corp.	18,912		487,930
TOTAL INFORMATION TECHNOLOGY			10,295,054
MATERIALS - 4.6%
Chemicals - 3.4%
Agrium, Inc.	2,300		220,903
Axiall Corp.	5,506		256,580
Cabot Corp.	4,219		243,858
Celanese Corp. Class A	7,756		476,451
Chemtura Corp. (a)	3,006		67,034
Cytec Industries, Inc.	2,292		218,473
Eastman Chemical Co.	6,357		554,140
LyondellBasell Industries NV Class A	1,920		177,600
Methanex Corp.	7,934		491,437
RPM International, Inc.	3,705		158,055
Tronox Ltd. Class A	2,300		56,350
Westlake Chemical Corp.	1,100		78,320
			2,999,201
Containers & Packaging - 0.3%
Sonoco Products Co.	5,574		234,554
Metals & Mining - 0.9%
Freeport-McMoRan Copper & Gold, Inc.	5,930		203,814
Gem Diamonds Ltd. (a)	32,466		90,994
Newmont Mining Corp.	2,740		68,034
Reliance Steel & Aluminum Co.	1,652		116,995
Rio Tinto PLC sponsored ADR (d)	2,842		154,292
SunCoke Energy, Inc. (a)	6,400		133,568
			767,697
TOTAL MATERIALS			4,001,452
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 0.2%
Diversified Telecommunication Services - 0.1%
CenturyLink, Inc.	950		$ 33,165
Frontier Communications Corp. (d)	14,748		87,751
			120,916
Wireless Telecommunication Services - 0.1%
NII Holdings, Inc. (a)(d)	5,851		5,031
T-Mobile U.S., Inc. (a)	2,347		68,744
			73,775
TOTAL TELECOMMUNICATION SERVICES			194,691
UTILITIES - 10.0%
Electric Utilities - 4.6%
Edison International	26,647		1,507,154
Exelon Corp.	11,100		388,833
ITC Holdings Corp.	33,181		1,226,702
NextEra Energy, Inc.	3,962		395,606
Xcel Energy, Inc.	16,330		520,437
			4,038,732
Gas Utilities - 1.4%
Atmos Energy Corp.	8,762		447,212
National Fuel Gas Co.	10,480		771,747
			1,218,959
Independent Power Producers & Energy Traders - 0.5%
Dynegy, Inc. (a)	16,300		463,735
Multi-Utilities - 3.5%
DTE Energy Co.	4,900		382,886
NiSource, Inc.	31,772		1,153,959
Sempra Energy	15,423		1,520,861
			3,057,706
TOTAL UTILITIES			8,779,132
TOTAL COMMON STOCKS (Cost $70,822,257)		83,171,203
Nonconvertible Preferred Stocks - 0.6%
	Shares		Value
FINANCIALS - 0.6%
Banks - 0.6%
Itau Unibanco Holding SA sponsored ADR (Cost $512,891)	29,252		$ 478,563

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.02% to 0.05% 5/29/14 to 6/26/14 (g) (Cost $109,996)	$ 110,000	109,998

Preferred Securities - 0.2%

FINANCIALS - 0.2%
Diversified Financial Services - 0.2%
Baggot Securities Ltd. 10.24% (e)(f) (Cost $153,576)	100,000		154,452
Money Market Funds - 5.2%
	Shares
Fidelity Cash Central Fund, 0.11% (b)	3,687,252		3,687,252
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	855,701		855,701
TOTAL MONEY MARKET FUNDS (Cost $4,542,953)		4,542,953
TOTAL INVESTMENT PORTFOLIO - 101.3% (Cost $76,141,673)			88,457,169
NET OTHER ASSETS (LIABILITIES) - (1.3)%			(1,110,189)
NET ASSETS - 100%		$ 87,346,980

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
8 CME E-mini S&P MidCap 400 Index Contracts (United States)	June 2014	$ 1,082,480	$ (16,048)

The face value of futures purchased as a percentage of net assets is 1.2%

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $109,998.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 1,377
Fidelity Securities Lending Cash Central Fund	3,394
Total	$ 4,771

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 10,282,159	$ 10,282,159	$ -	$ -
Consumer Staples	3,230,744	3,230,744	-	-
Energy	6,760,747	6,760,747	-	-
Financials	24,420,791	23,736,050	684,741	-
Health Care	7,424,738	7,424,738	-	-
Industrials	8,260,258	8,174,751	85,507	-
Information Technology	10,295,054	10,200,590	94,464	-
Materials	4,001,452	4,001,452	-	-
Telecommunication Services	194,691	194,691	-	-
Utilities	8,779,132	8,779,132	-	-
U.S. Government and Government Agency Obligations	109,998	-	109,998	-
Preferred Securities	154,452	-	154,452	-
Money Market Funds	4,542,953	4,542,953	-	-
Total Investments in Securities:	$ 88,457,169	$ 87,328,007	$ 1,129,162	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (16,048)	$ (16,048)	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (16,048)
Total Value of Derivatives	$ -	$ (16,048)

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

United States of America	82.1%
Canada	4.5%
Bermuda	2.5%
United Kingdom	2.0%
Ireland	1.6%
Switzerland	1.0%
Others (Individually Less Than 1%)	6.3%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	April 30, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $841,161) - See accompanying schedule: Unaffiliated issuers (cost $71,598,720)	$ 83,914,216
Fidelity Central Funds (cost $4,542,953)	4,542,953
Total Investments (cost $76,141,673)		$ 88,457,169
Cash		114,275
Foreign currency held at value (cost $13,103)		13,163
Receivable for investments sold		575,421
Receivable for fund shares sold		216,827
Dividends receivable		51,478
Interest receivable		15
Distributions receivable from Fidelity Central Funds		891
Receivable for daily variation margin for derivative instruments		6,698
Prepaid expenses		71
Other receivables		708
Total assets		89,436,716

Liabilities
Payable for investments purchased	$ 965,415
Payable for fund shares redeemed	130,798
Accrued management fee	37,208
Distribution and service plan fees payable	32,134
Other affiliated payables	19,509
Other payables and accrued expenses	48,971
Collateral on securities loaned, at value	855,701
Total liabilities		2,089,736

Net Assets		$ 87,346,980
Net Assets consist of:
Paid in capital		$ 91,632,190
Undistributed net investment income		29,994
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(16,614,864)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		12,299,660
Net Assets		$ 87,346,980

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	April 30, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($41,980,651 ÷ 2,056,719 shares)		$ 20.41

Maximum offering price per share (100/94.25 of $20.41)		$ 21.66
Class T: Net Asset Value and redemption price per share ($18,500,278 ÷ 914,577 shares)		$ 20.23

Maximum offering price per share (100/96.50 of $20.23)		$ 20.96
Class B: Net Asset Value and offering price per share ($1,844,999 ÷ 93,906 shares)^A		$ 19.65

Class C: Net Asset Value and offering price per share ($17,374,380 ÷ 887,002 shares)^A		$ 19.59

Institutional Class: Net Asset Value, offering price and redemption price per share ($7,646,672 ÷ 371,379 shares)		$ 20.59

^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 April 30, 2014 (Unaudited)

Investment Income
Dividends		$ 672,741
Interest		9
Income from Fidelity Central Funds		4,771
Total income		677,521

Expenses
Management fee Basic fee	$ 227,498
Performance adjustment	(18,003)
Transfer agent fees	98,222
Distribution and service plan fees	184,307
Accounting and security lending fees	16,175
Custodian fees and expenses	40,358
Independent trustees' compensation	160
Registration fees	57,897
Audit	34,795
Legal	177
Miscellaneous	588
Total expenses before reductions	642,174
Expense reductions	(45,226)	596,948
Net investment income (loss)		80,573
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	6,723,455
Foreign currency transactions	(2,396)
Futures contracts	45,023
Total net realized gain (loss)		6,766,082
Change in net unrealized appreciation (depreciation) on: Investment securities	(295,980)
Assets and liabilities in foreign currencies	188
Futures contracts	(40,096)
Total change in net unrealized appreciation (depreciation)		(335,888)
Net gain (loss)		6,430,194
Net increase (decrease) in net assets resulting from operations		$ 6,510,767

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 April 30, 2014 (Unaudited)	Year ended October 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 80,573	$ 337,465
Net realized gain (loss)	6,766,082	7,180,472
Change in net unrealized appreciation (depreciation)	(335,888)	12,345,975
Net increase (decrease) in net assets resulting from operations	6,510,767	19,863,912
Distributions to shareholders from net investment income	(112,252)	(345,665)
Distributions to shareholders from net realized gain	(142,925)	-
Total distributions	(255,177)	(345,665)
Share transactions - net increase (decrease)	2,500,905	2,685,061
Total increase (decrease) in net assets	8,756,495	22,203,308

Net Assets
Beginning of period	78,590,485	56,387,177
End of period (including undistributed net investment income of $29,994 and undistributed net investment income of $61,673, respectively)	$ 87,346,980	$ 78,590,485

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

Semiannual Report

Financial Highlights - Class A

	Six months ended April 30, 2014	Years ended October 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.90	$ 14.08	$ 12.25	$ 12.12	$ 9.81	$ 8.33
Income from Investment Operations
Net investment income (loss) ^E	.04	.11	.07	.03	.06 ^H	.06
Net realized and unrealized gain (loss)	1.56	4.82	1.79	.17	2.29	1.46
Total from investment operations	1.60	4.93	1.86	.20	2.35	1.52
Distributions from net investment income	(.04)	(.11)	(.03)	(.06)	(.03)	(.04)
Distributions from net realized gain	(.04)	-	-	(.01)	(.01)	-
Total distributions	(.09) ^J	(.11)	(.03)	(.07)	(.04)	(.04)
Net asset value, end of period	$ 20.41	$ 18.90	$ 14.08	$ 12.25	$ 12.12	$ 9.81
Total Return ^{B, C, D}	8.47%	35.30%	15.22%	1.65%	23.99%	18.41%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.35% ^A	1.31%	1.35%	1.29%	1.33%	1.36%
Expenses net of fee waivers, if any	1.25% ^A	1.25%	1.25%	1.25%	1.25%	1.25%
Expenses net of all reductions	1.25% ^A	1.23%	1.25%	1.24%	1.24%	1.25%
Net investment income (loss)	.39% ^A	.69%	.51%	.21%	.51%^H	.76%
Supplemental Data
Net assets, end of period (000 omitted)	$ 41,981	$ 38,397	$ 27,817	$ 29,635	$ 37,972	$ 40,404
Portfolio turnover rate ^G	78% ^A	103%	77%	96%	152%	58%

^A Annualized

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

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

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

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

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

^J Total distributions of $.09 per share is comprised of distributions from net investment income of $.041 and distributions from net realized gain of $.044 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended April 30, 2014	Years ended October 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.72	$ 13.95	$ 12.15	$ 12.03	$ 9.74	$ 8.29
Income from Investment Operations
Net investment income (loss) ^E	.01	.07	.03	(.01)	.03 ^H	.04
Net realized and unrealized gain (loss)	1.54	4.78	1.80	.17	2.27	1.45
Total from investment operations	1.55	4.85	1.83	.16	2.30	1.49
Distributions from net investment income	-	(.08)	(.03)	(.04)	(.01)	(.04)
Distributions from net realized gain	(.04)	-	-	(.01)	(.01)	-
Total distributions	(.04)	(.08)	(.03)	(.04) ^J	(.01) ^K	(.04)
Net asset value, end of period	$ 20.23	$ 18.72	$ 13.95	$ 12.15	$ 12.03	$ 9.74
Total Return ^{B, C, D}	8.31%	34.94%	15.05%	1.35%	23.66%	18.09%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.63% ^A	1.58%	1.61%	1.56%	1.59%	1.62%
Expenses net of fee waivers, if any	1.50% ^A	1.50%	1.50%	1.50%	1.50%	1.50%
Expenses net of all reductions	1.50% ^A	1.48%	1.50%	1.49%	1.49%	1.50%
Net investment income (loss)	.14% ^A	.44%	.26%	(.04)%	.26%^H	.51%
Supplemental Data
Net assets, end of period (000 omitted)	$ 18,500	$ 17,319	$ 12,727	$ 12,866	$ 17,908	$ 19,978
Portfolio turnover rate ^G	78% ^A	103%	77%	96%	152%	58%