N-30D 1 main.htm

Fidelity®

New Markets Income

Fund

Annual Report

December 31, 2002

(2_fidelity_logos)

Contents

Chairman's Message

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Ned Johnson on investing strategies.

Performance

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How the fund has done over time.

Fund Talk

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The manager's review of fund performance, strategy, and outlook.

Investment Changes

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A summary of major shifts in the fund's investments over the past six months.

Investments

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A complete list of the fund's investments with their market values.

Financial Statements

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Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

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Notes to the financial statements.

Report of Independent Accountants

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The auditors' opinion.

Trustees and Officers

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Proxy Voting Results

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

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

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

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.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)
Dear Shareholder:

U.S. Treasuries proved to be one of the best-performing investments of 2002, gaining nearly 12% for the year according to the Lehman Brothers® Treasury Index. In fact, all categories of investment-grade bonds finished the year in the plus column. Stocks, on the other hand, declined for the third consecutive year, but a strong fourth quarter left many equity investors hopeful of better things to come in 2003.

While it's impossible to predict the future direction of the markets with any degree of certainty, there are certain basic principles that can help investors plan for their future needs.

The longer your investment time frame, the less likely it is that you will be affected by short-term market volatility. A 10-year investment horizon appropriate for saving for a college education, for example, enables you to weather market cycles in a long-term fund, which may have a higher risk potential, but also has a higher potential rate of return.

An intermediate-length fund could make sense if your investment horizon is two to four years, while a short-term bond fund could be the right choice if you need your money in one or two years.

If your time horizon is less than a year, you might want to consider moving some of your bond investment into a money market fund. These funds seek income and a stable share price by investing in high-quality, short-term investments. Of course, it's important to remember that an investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these types of funds.

Finally, no matter what your time horizon or portfolio diversity, it makes good sense to follow a regular investment plan, investing a certain amount of money in a fund at the same time each month or quarter and periodically reviewing your overall portfolio. By doing so, you won't get caught up in the excitement of a rapidly rising market, nor will you buy all your shares at market highs. While this strategy - known as dollar cost averaging - won't assure a profit or protect you from a loss in a declining market, it should help you lower the average cost of your purchases. Of course, you should consider your financial ability to continue your purchases through periods of low price levels before undertaking such a strategy.

If you have questions, please call us at 1-800-544-6666, or visit our web site at www.fidelity.com. We are available 24 hours a day, seven days a week to provide you the information you need to make the investments that are right for you.

Best regards,/s/
Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

There are several ways to evaluate a fund's historical performance. You can look at cumulative total returns, average annual returns, or the growth of a hypothetical investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). You can also look at the fund's income, as reflected in the fund's yield, to measure performance. If Fidelity had not reimbursed certain fund expenses, the life of fund total returns would have been lower. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

Cumulative Total Returns

Periods ended December 31, 2002

Past 1
year

Past 5
years

Life of
fund

Fidelity® New Markets Income

12.62%

45.77%

203.00%

JP EMBI Global

13.11%

44.08%

n/a*

Emerging Markets Debt Funds Average

11.26%

31.12%

n/a*

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, one year, five years or since the fund started on May 4, 1993. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the J.P. Morgan Emerging Markets Bond Index Global - a market value-weighted index of U.S. dollar-denominated Brady bonds, Eurobonds, traded loans, and local market debt instruments issued by emerging markets sovereign and quasi-sovereign entities. The J.P. EMBI Global currently covers 33 emerging market countries. You can also compare the fund's performance to the performance of mutual funds tracked by Lipper Inc. and grouped by similar objectives. These benchmarks reflect reinvestment of dividends and capital gains, if any, and exclude the effect of sales charges.

Average Annual Total Returns

Periods ended December 31, 2002

Past 1
year

Past 5
years

Life of
fund

Fidelity New Markets Income

12.62%

7.83%

12.15%

JP EMBI Global

13.11%

7.58%

n/a*

Emerging Markets Debt Funds Average

11.26%

5.25%

n/a*

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. (Note: Lipper calculates average annual total returns by annualizing each fund's total return, then taking an arithmetic average. This may produce a different figure than that obtained by averaging the cumulative total returns and annualizing the result.)

* Not available

Annual Report

Performance - continued

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® New Markets Income Fund on May 31, 1993, shortly after the fund started. The chart shows how the value of your investment would have grown, and also shows how the J.P. Morgan Emerging Markets Bond Index Global Linked Index did over the same period. (The J.P. Morgan Emerging Markets Bond Index Global does not extend as far back as the fund's start date, and therefore, is not appropriate for this comparison). Going forward, the fund will compare its performance to that of the J.P. Morgan Emerging Markets Bond Index Global Linked Index rather than the J.P. Morgan Emerging Markets Bond Index. The J.P. Morgan Emerging Markets Bond Index was discontinued as of June 28, 2002 and the value in the chart reflects the growth from May 31, 1993 until June 28, 2002.



3

Understanding Performance

Many markets around the globe offer the potential for significant growth over time; however, investing in foreign markets means assuming greater risks than investing in the United States. Factors like changes in a country's financial markets, its local political and economic climate, and the fluctuating value of its currency create these risks. For these reasons an international fund's performance may be more volatile than a fund that invests exclusively in the United States. When you sell your shares, they could be worth more or less than what you paid for them.

Annual Report

Dividends and Yield

Periods ended December 31, 2002

Past 1
month

Past 6
months

Past 1
year

Dividends per share

18.33¢

52.83¢

90.89¢

Annualized dividend rate

8.62%

8.77%

8.26%

30-day annualized yield

7.80%

-

-

Dividends per share show the income paid by the fund for a set period. If you annualize this number, based on an average share price of $11.29 over the past one month, $10.72 over the past six months and $11.01 over the past one year, you can compare the fund's income over these three periods. Any non-recurring distributions required by federal tax regulations included in Dividends per share have not been annualized. The 30-day annualized yield is a standard formula based on the yields of the securities in the fund, averaged over the past 30 days. This figure shows you the yield characteristics of the fund's investments at the end of the period. It also helps you compare funds from different companies on an equal basis. It does not reflect the cost of hedging and other currency gains and losses.

Annual Report

Fund Talk: The Manager's Overview

Market Recap

For the third time in the past four years, emerging-markets debt, as measured by the J.P. Morgan Emerging Markets Bond Index (EMBI) Global, provided investors a double-digit positive return. Only once in the past eight years has the index had a negative annual return, compared to three straight years of losses for most U.S. and developed-nation equity markets. For the overall 12-month period ending December 31, 2002, the EMBI Global index - which measures the performance of emerging-markets debt in more than 30 countries - was up 13.11%. That performance even topped the return of U.S. Treasuries, which gained 11.79% during the year, according to the Lehman Brothers® U.S. Treasury Index. Of the 30-plus countries in the emerging-markets debt benchmark, only five delivered negative returns, and only one - Brazil, with an average weighting of approximately 17% - made up a significant portion of the index. Russia, the third-largest component of the index with an average weighting of about 15% during the year, was the best performer, with a nearly 36% return. The index's largest representative, Mexico, also performed well, up more than 16%. Malaysia and South Korea were two other notable contributors, while Argentina and Uruguay were among the underperformers.

(Portfolio Manager photograph)
An interview with John Carlson, Portfolio Manager of Fidelity New Markets Income Fund

Q. How did the fund perform, John?

A. For the 12 months that ended December 31, 2002, the fund posted a gain of 12.62%. During the same period, the J.P. Morgan Emerging Markets Bond Index Global returned 13.11%, while the emerging markets debt funds average, as tracked by Lipper Inc., returned 11.26%.

Q. What helped the fund generate a double-digit return during the period?

A. The challenge of political uncertainty that overhung the market in the first half of 2002 was resolved with elections in Brazil, Ecuador, Turkey and Colombia. For the most part, the market felt comfortable with the political changes put in place. As a result, the second half of the year was very strong for emerging-markets debt and it drove solid performance for the year. The fund benefited from its positioning in a diverse group of countries. An overweighting in Russia was particularly beneficial, as was the fund's positioning in Colombia and Turkey. I've maintained an overweighting in Russia for approximately three years, given the country's favorable economic and government developments. However, by the end of 2002, I gradually reduced this overweighting because the strong performance of Russian debt left its valuations less compelling on a relative basis. I moved some of the proceeds to Turkey and Colombia, and the fund's overweighting in Colombia in the second half of the period was favorable for performance. In May, Alvaro Uribe Velez prevailed in the Colombian presidential race. His demonstrated commitment to push structural reforms through the congress to fix the country's macroeconomic imbalances was rewarded by a near doubling in multilateral aid commitments to Colombia over the next several years.

Annual Report

Fund Talk: The Manager's Overview - continued

Q. What else helped the fund outperform?

A. The fund benefited from its increased weighting in Turkey as the year progressed. Turkey held elections in November that resulted in the Islamic-based AK party gaining a majority in the legislature. Although Turkish assets had weakened significantly in the first half of the year in response to the uncertainty, they rallied following the election. AK's leadership indicated it would continue pursuing an economic agenda broadly similar to that of the current government in terms of the country's International Monetary Fund (IMF) agreement, its approach to stabilization and reform, and progress toward membership in the European Union.

Q. What hurt performance?

A. Brazil was the primary detractor. While the fund had a neutral weighting in the country, security selection had a negative influence. The fund was out of the front end of the Brazilian yield curve, meaning we didn't own the country's shorter-term debt. Typically, during a stressful time in the market, the front end of the yield curve underperforms. In this case, however, because of IMF support, the government's buying back of its bonds and the refusal of two large bond holders to be pushed out of their positions, the front end outperformed the fund's longer-term Brazilian issues. At year end, I overweighted Brazil on the belief the markets would give the country's new president an opportunity to prove himself. Ecuador was another underperformer. I had built a small overweighted position given the country's construction of a second oil pipeline, the higher level of oil prices and the dollarization of the economy. I was more optimistic than I should have been. Securities sold off sharply as it became clear the market-friendly candidate was not going to win. The possible collapse of an IMF agreement exacerbated the situation. The fund now has a neutral weighting in Ecuador. A combination of security selection and an underweighted position in Mexico also detracted from performance.

Q. John, what's your outlook?

A. I'm mildly optimistic. Market confidence has increased with encouraging policy stances, robust economic data and the resolution of political uncertainty in key emerging-markets countries. The strengthening of commodity prices also is encouraging. Risks to a favorable outlook include potential turmoil from an invasion of Iraq, escalating tension on the Korean peninsula, a significant downturn in the U.S. economy and credit deterioration in selected countries, most notably Brazil, Venezuela, the Philippines and Turkey.

Annual Report

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

Fund Facts

Goal: seeks current income; as a secondary objective, the fund may seek capital appreciation

Fund number: 331

Trading symbol: FNMIX

Start date: May 4, 1993

Size: as of December 31, 2002, more than $425 million

Manager: John Carlson, since 1995; manager, Fidelity Emerging Markets Fund, since 2001; Fidelity Advisor Emerging Markets Income Fund, since 1995; joined Fidelity in 1995

3

John Carlson on emerging-markets debt versus U.S. high-yield debt:

"The J.P. Morgan EMBI Global index had annualized returns of 13.11%, 9.46% and 7.58% over the past one, three and five years ending December 31, 2002. This is in stark contrast to the U.S. high-yield market as measured by the Merrill Lynch US High Yield Master II Index (-1.89%, -0.86% and 0.52% for the same periods, respectively). In general, we've seen a deleveraging in the emerging-markets countries represented in the index. At the end of 2002, 40% of the index was made up of investment-grade countries. At the same time, U.S. high-yield companies were taking on more debt. Leverage ratios in the U.S. high-yield market, such as debt-to-equity and debt-to-cash flow, deteriorated over time. Another way of looking at the improving credit quality of emerging markets relative to U.S. high-yield debt is to compare the ratio of credit-rating upgrades versus downgrades. For emerging markets, this figure was 1.60 in 2002, up from 0.09 in 1998. Through October 2002, the ratio of upgrades to downgrades for the U.S. high-yield market was 0.23 versus 0.65 in 1998. While emerging markets debt fundamentals have improved, their ability to access ´lenders of last resort,' such as multilateral (IMF, World Bank) and bilateral lenders (other countries), also was a positive factor relative to U.S. high-yield companies."

Annual Report

Investment Changes

Top Five Countries as of December 31, 2002

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazil

15.5

11.7

Mexico

15.2

16.9

Russia

14.0

19.4

Colombia

8.7

2.9

Turkey

5.1

0.0

Percentages are adjusted for the effect of open futures contracts, if applicable. Top countries are based upon location of issuer of each security, including where the fund is exposed to potential political and credit risks.

Top Five Holdings as of December 31, 2002

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazilian Federative Republic

14.1

8.6

Russian Federation

13.5

17.1

United Mexican States

9.6

12.5

Colombian Republic

8.7

2.9

Turkish Republic

4.4

0.0

50.3

Asset Allocation (% of fund's net assets)

As of December 31, 2002

As of June 30, 2002

Corporate Bonds 13.6%

Corporate Bonds 13.4%

Government
Obligations 73.6%

Government
Obligations 70.4%

Stocks 0.6%

Stocks 5.2%

Other Investments 1.2%

Other Investments 0.7%

Short-Term
Investments and
Net Other Assets 11.0%

Short-Term
Investments and
Net Other Assets 10.3%



Annual Report

Investments December 31, 2002

Showing Percentage of Net Assets

Nonconvertible Bonds - 13.6%

Principal Amount (d)

Value
(Note 1)

Argentina - 0.5%

Disco SA yankee 9.875% 5/15/08

$ 705,000

$ 620,400

Mastellone Hermanos SA yankee 11.75% 4/1/08 (c)

2,340,000

702,000

YPF Sociedad Anonima yankee 7.75% 8/27/07

950,000

821,750

TOTAL ARGENTINA

2,144,150

Bermuda - 0.7%

APP China Group Ltd.:

14% 3/15/10 (c)(f)

3,855,000

1,079,400

14% 3/15/10 (Reg. S) (c)

6,830,000

1,912,400

TOTAL BERMUDA

2,991,800

British Virgin Islands - 0.2%

Cnooc Finance 2002 Ltd. 6.375% 3/8/12 (Reg. S)

675,000

744,188

Canada - 0.4%

Hurricane Hydrocarbons 12% 8/4/06

1,830,000

1,862,025

Germany - 1.4%

J.P. Morgan AG (Vimpel Communications) loan participation note:

10.45% 4/26/05 (f)

3,865,000

3,990,613

10.45% 4/26/05 (Reg. S)

1,970,000

2,034,025

TOTAL GERMANY

6,024,638

Indonesia - 0.3%

APP International Finance (Mauritius) Ltd.:

0% 7/5/03 (c)(f)

4,420,000

221,000

0% 7/5/03 (Reg. S) (c)

1,335,000

66,750

Indah Kiat Finance Mauritius Ltd. 10% 7/1/07 (c)

2,870,000

760,550

TOTAL INDONESIA

1,048,300

Luxembourg - 0.1%

Millicom International Cellular SA yankee 13.5% 6/1/06

1,200,000

576,000

Malaysia - 2.6%

Petroliam Nasional BHD (Petronas) 7.75% 8/15/15 (Reg. S)

1,425,000

1,630,734

Petronas Capital Ltd.:

6.375% 5/22/09 (f)

EUR

7,215,000

7,934,842

7% 5/22/12 (f)

1,475,000

1,621,578

TOTAL MALAYSIA

11,187,154

Nonconvertible Bonds - continued

Principal Amount (d)

Value
(Note 1)

Mexico - 5.6%

Alestra SA de RL de CV yankee:

12.125% 5/15/06 (c)

$ 820,000

$ 274,700

12.625% 5/15/09 (c)

1,035,000

346,725

Innova S. de R.L. yankee 12.875% 4/1/07

475,000

418,000

Pemex Project Funding Master Trust 8.5% 2/15/08

5,845,000

6,517,175

Petroleos Mexicanos 9.25% 3/30/18

10,765,000

12,083,713

Telefonos de Mexico SA de CV 8.25% 1/26/06

3,775,000

4,133,625

TOTAL MEXICO

23,773,938

Poland - 0.2%

PTC International Finance II SA euro 11.25% 12/1/09

EUR

890,000

990,476

Russia - 0.5%

Mobile Telesystems Finance SA 10.95% 12/21/04

1,910,000

2,010,275

Turkey - 0.7%

Cellco Finance NV yankee 12.75% 8/1/05

2,865,000

2,929,463

Ukraine - 0.1%

Kyivstar GSM 12.75% 11/21/05 (f)

585,000

590,850

United States of America - 0.3%

Freeport-McMoRan Copper & Gold, Inc. 7.2% 11/15/26

1,065,000

1,038,375

TOTAL NONCONVERTIBLE BONDS

(Cost $58,214,536)

57,911,632

Government Obligations - 73.6%

Argentina - 2.6%

Argentinian Republic:

BOCON:

4/1/07 January 2002 coupon (c)(i)

2,200,000

0

4/1/07 February 2002 coupon (c)(i)

2,200,000

0

4/1/07 March 2002 coupon (c)(i)

2,200,000

0

0% 4/1/07 March 2002 coupon (c)(g)

1,547,511

176,000

Brady:

floating rate bond 2.625% 3/31/05 (c)(g)

5,460,000

1,146,600

par L-GP 6% 3/31/23 (c)

7,015,000

3,226,900

7% 12/19/08 (c)(e)

9,865,000

2,194,963

Government Obligations - continued

Principal Amount (d)

Value
(Note 1)

Argentina - continued

Argentinian Republic: - continued

9.75% 9/19/27 (c)

$ 8,922,000

$ 1,784,400

11.375% 3/15/10 (c)

1,279,000

281,380

11.375% 1/30/17 (c)

4,070,000

966,625

11.75% 4/7/09 (c)

1,383,000

304,260

11.75% 6/15/15 (c)

1,320,000

302,280

12.375% 2/21/12 (c)

2,220,000

493,950

TOTAL ARGENTINA

10,877,358

Brazil - 14.1%

Brazilian Federative Republic:

Brady:

capitalization bond 8% 4/15/14

30,994,590

20,533,908

debt conversion bond 2.625% 4/15/12 (g)

8,645,000

4,754,750

par Z-L 6% 4/15/24

7,890,000

5,108,775

8.875% 4/15/24

28,200,000

15,369,000

11% 1/11/12

3,870,000

2,592,900

12% 4/15/10

3,905,000

2,840,888

12.25% 3/6/30

6,040,000

4,137,400

12.75% 1/15/20

4,530,000

3,216,300

14.5% 10/15/09

1,730,000

1,427,250

TOTAL BRAZIL

59,981,171

Bulgaria - 2.0%

Bulgarian Republic:

7.5% 1/15/13 (Reg. S)

EUR

3,770,000

4,165,924

8.25% 1/15/15 (f)

885,000

966,863

8.25% 1/15/15 (Reg. S)

2,930,000

3,201,025

TOTAL BULGARIA

8,333,812

China - 0.4%

People's Republic of China 6.8% 5/23/11

1,530,000

1,780,538

Colombia - 8.7%

Colombian Republic:

7.625% 2/15/07

1,780,000

1,735,500

8.625% 4/1/08

1,430,000

1,397,825

9.75% 4/23/09

1,205,000

1,247,175

10% 1/23/12

2,805,000

2,805,000

10.5% 6/13/06

1,465,000

1,567,550

10.5% 7/9/10

11,735,000

12,204,400

Government Obligations - continued

Principal Amount (d)

Value
Note 1)

Colombia - continued

Colombian Republic: - continued

10.75% 1/15/13

$ 4,995,000

$ 5,182,313

11.75% 2/25/20

10,240,000

10,956,800

TOTAL COLOMBIA

37,096,563

Dominican Republic - 0.3%

Dominican Republic 9.5% 9/27/06 (Reg. S)

1,025,000

1,091,625

Ecuador - 0.8%

Ecuador Republic:

6% 8/15/30 (e)(f)

2,484,000

1,012,230

6% 8/15/30 (Reg. S) (e)

2,935,000

1,196,013

12% 11/15/12 (f)

124,000

66,650

12% 11/15/12 (Reg. S)

2,200,000

1,182,500

TOTAL ECUADOR

3,457,393

Egypt - 0.5%

Arab Republic 8.75% 7/11/11 (Reg. S)

2,010,000

2,200,950

Ivory Coast - 0.2%

Ivory Coast:

Brady past due interest 2% 3/29/18 (Reg. S) (c)(g)

3,348,750

468,825

FLIRB 2% 3/30/18 (Reg. S) (c)(g)

4,030,000

503,750

TOTAL IVORY COAST

972,575

Lebanon - 1.5%

Lebanese Republic:

8.75% 9/21/05 (Reg. S)

540,000

528,525

9.5% 12/14/04

1,090,000

1,111,800

9.875% 4/24/06

1,575,000

1,551,375

10.125% 8/6/08

775,000

763,375

10.25% 10/6/09 (Reg. S)

2,190,000

2,157,150

11.625% 5/11/16 (Reg. S)

180,000

172,800

TOTAL LEBANON

6,285,025

Lithuania - 0.2%

Lithuanian Republic 7.75% 2/22/05

EUR

885,000

1,006,979

Malaysia - 1.1%

Malaysian Government 7.5% 7/15/11

3,960,000

4,581,225

Government Obligations - continued

Principal Amount (d)

Value
(Note 1)

Mexico - 9.6%

United Mexican States:

value recovery:

rights 6/30/04 (h)

$ 12,200,000

$ 42,700

rights 6/30/05 (h)

12,200,000

6,100

rights 6/30/06 (h)

12,200,000

6,100

rights 6/30/07 (h)

12,200,000

6,100

7.5% 1/14/12

2,595,000

2,783,138

8.3% 8/15/31

7,830,000

8,260,650

8.625% 3/12/08

935,000

1,075,250

10.375% 2/17/09

6,685,000

8,239,263

11.375% 9/15/16

11,855,000

15,856,063

11.5% 5/15/26

3,470,000

4,736,550

TOTAL MEXICO

41,011,914

Nigeria - 1.5%

Central Bank of Nigeria:

Brady 6.25% 11/15/20

4,250,000

2,847,500

promissory note 5.092% 1/5/10

5,998,915

3,584,560

warrants 11/15/20 (a)(h)

4,250

0

TOTAL NIGERIA

6,432,060

Panama - 2.2%

Panamanian Republic:

8.25% 4/22/08

3,290,000

3,413,375

9.625% 2/8/11

5,550,000

6,091,125

TOTAL PANAMA

9,504,500

Peru - 2.6%

Peruvian Republic:

9.125% 1/15/08

5,595,000

5,706,900

9.125% 2/21/12

5,495,000

5,343,888

TOTAL PERU

11,050,788

Philippines - 0.8%

Philippine Republic:

8.375% 3/12/09

1,910,000

1,910,000

8.875% 4/15/08

1,470,000

1,528,800

TOTAL PHILIPPINES

3,438,800

Romania - 0.3%

Romanian Republic 8.5% 5/8/12 (Reg. S)

EUR

965,000

1,105,604

Government Obligations - continued

Principal Amount (d)

Value
(Note 1)

Russia - 13.5%

Russian Federation:

5% 3/31/30 (e)(f)

$ 19,972,500

$ 15,853,172

5% 3/31/30 (Reg. S) (e)

19,300,000

15,319,375

8.25% 3/31/10 (f)

2,919,120

3,086,969

8.25% 3/31/10 (Reg. S)

840,000

888,300

11% 7/24/18 (Reg. S)

10,597,000

12,689,908

12.75% 6/24/28 (Reg. S)

7,297,000

9,668,525

TOTAL RUSSIA

57,506,249

South Africa - 2.5%

South African Republic:

7.375% 4/25/12

5,045,000

5,461,213

9.125% 5/19/09

3,640,000

4,340,700

yankee 8.5% 6/23/17

815,000

922,988

TOTAL SOUTH AFRICA

10,724,901

Turkey - 4.4%

Turkish Republic:

10.5% 1/13/08

4,755,000

4,933,313

11.5% 1/23/12

1,620,000

1,672,650

11.75% 6/15/10

3,630,000

3,829,650

11.875% 1/15/30

3,950,000

4,127,750

12.375% 6/15/09

3,690,000

4,012,875

TOTAL TURKEY

18,576,238

Ukraine - 0.5%

Ukraine Government:

10% 3/15/07 (Reg. S)

EUR

1,184,400

1,232,621

11% 3/15/07 (Reg. S)

743,400

765,702

TOTAL UKRAINE

1,998,323

Uruguay - 0.1%

Uruguay Republic 7.875% 7/15/27

1,040,000

473,200

Venezuela - 3.2%

Venezuelan Republic:

oil recovery rights 4/15/20 (h)

14,625

0

9.25% 9/15/27

8,240,000

5,603,200

13.625% 8/15/18

1,010,000

883,750

Government Obligations - continued

Principal Amount (d)

Value
(Note 1)

Venezuela - continued

Venezuelan Republic: - continued

euro Brady:

par W-A 6.75% 3/31/20

$ 7,445,000

$ 5,937,388

par W-B 6.75% 3/31/20

1,490,000

1,188,275

TOTAL VENEZUELA

13,612,613

TOTAL GOVERNMENT OBLIGATIONS

(Cost $287,743,827)

313,100,404

Common Stocks - 0.6%

Shares

Brazil - 0.6%

Telebras sponsored ADR
(Cost $3,357,375)

136,500

2,545,725

Sovereign Loan Participations - 0.4%

Principal Amount (d)

Algeria - 0.4%

Algerian Republic loan participation:

Series 3 - Credit Suisse First Boston 2.625% 3/4/10 (g)

$ 1,093,102

989,257

Series 3 - Merrill Lynch, Pierce, Fenner & Smith, Inc. 2.625% 3/4/10 (g)

567,188

513,305

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $1,470,646)

1,502,562

Money Market Funds - 8.6%

Shares

Fidelity Cash Central Fund, 1.43% (b)
(Cost $36,395,668)

36,395,668

36,395,668

Purchased Options - 0.8%

Expiration Date/Strike Price

Underlying
Face Amount

Value
(Note 1)

Brazil - 0.8%

Lehman Brothers Holdings, Inc. Call Option on $18,890,000 notional amount of Brazilian Federative Republic bond 11% 8/17/40

March 2003/
$55.00

$ 11,853,475

$ 1,558,425

Salomon Brothers International, Ltd. Call Option on $28,162,347 notional amount of Brazilian Federative Republic Brady capitalization bond 8% 4/15/14

March 2003/
$60.00

18,657,555

1,802,390

TOTAL PURCHASED OPTIONS

(Cost $1,938,591)

3,360,815

TOTAL INVESTMENT PORTFOLIO - 97.6%

(Cost $389,120,643)

414,816,806

NET OTHER ASSETS - 2.4%

10,357,791

NET ASSETS - 100%

$ 425,174,597

Security Type Abbreviations

FLIRB

-

Front Loaded Interest Reduction Bonds

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Non-income producing - issuer filed for bankruptcy or is in default of interest payments.

(d) Principal amount is stated in United States dollars unless otherwise noted.

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

(f) Security 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 period end, the value of these securities amounted to $36,424,167 or 8.6% of net assets.

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

(h) Quantity represents share amount.

(i) Represents right to receive interest payment on underlying security. Principal shown is original face of underlying security.

Other Information

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

Ratings

AAA, AA, A

1.4%

BBB

20.7

BB

29.1

B

29.3

CCC, CC, C

4.9

Not Rated

2.2

Equities

0.6

Other Investments

0.8

Short-Term and Net Other Assets

11.0

Total

100.0%

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

Purchases and sales of securities, other than short-term securities, aggregated $872,547,169 and $772,398,133, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $29 for the period.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $1,502,562 or 0.4% of net assets.

Income Tax Information

At December 31, 2002, the fund had a capital loss carryforward of approximately $73,111,000 of which $31,677,000, $11,940,000, $5,432,000 and $24,062,000 will expire on December 31, 2006, 2007, 2009 and 2010, respectively.

The percentage of dividends distributed during the fiscal year representing income derived from sources within foreign countries or possessions of the U.S. is 100% (unaudited).

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

December 31, 2002

Assets

Investment in securities, at value (cost $389,120,643) - See accompanying schedule

$ 414,816,806

Receivable for investments sold

1,622,938

Receivable for fund shares sold

1,603,894

Dividends receivable

73,583

Interest receivable

9,606,128

Redemption fees receivable

2,105

Other receivables

6,606

Total assets

427,732,060

Liabilities

Payable for fund shares redeemed

$ 1,201,261

Distributions payable

746,643

Accrued management fee

233,428

Other payables and accrued expenses

376,131

Total liabilities

2,557,463

Net Assets

$ 425,174,597

Net Assets consist of:

Paid in capital

$ 469,396,011

Undistributed net investment income

4,880,548

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

(74,598,518)

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

25,496,556

Net Assets, for 37,556,626 shares outstanding

$ 425,174,597

Net Asset Value, offering price and redemption price per share ($425,174,597 ÷ 37,556,626 shares)

$ 11.32

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

Annual Report

Financial Statements - continued

Statement of Operations

Year ended December 31, 2002

Investment Income

Dividends

$ 554,250

Interest

35,608,887

36,163,137

Less foreign taxes withheld

(41,265)

Total income

36,121,872

Expenses

Management fee

$ 2,587,173

Transfer agent fees

740,302

Accounting fees and expenses

229,813

Non-interested trustees' compensation

1,367

Custodian fees and expenses

96,225

Registration fees

50,613

Audit

64,879

Legal

7,065

Miscellaneous

50,414

Total expenses before reductions

3,827,851

Expense reductions

(22,022)

3,805,829

Net investment income (loss)

32,316,043

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(13,956,008)

Foreign currency transactions

(66,331)

Total net realized gain (loss)

(14,022,339)

Change in net unrealized appreciation (depreciation) on:

Investment securities

20,004,322

Assets and liabilities in foreign currencies

5,121

Total change in net unrealized appreciation (depreciation)

20,009,443

Net gain (loss)

5,987,104

Net increase (decrease) in net assets resulting from operations

$ 38,303,147

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

Annual Report

Statement of Changes in Net Assets

Year ended
December 31, 2002

Year ended
December 31, 2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 32,316,043

$ 33,989,020

Net realized gain (loss)

(14,022,339)

(17,235,257)

Change in net unrealized appreciation (depreciation)

20,009,443

249,235

Net increase (decrease) in net assets resulting
from operations

38,303,147

17,002,998

Distributions to shareholders from net investment income

(31,653,682)

(31,463,811)

Share transactions
Net proceeds from sales of shares

235,709,880

123,399,641

Reinvestment of distributions

28,124,393

27,845,566

Cost of shares redeemed

(144,140,968)

(105,137,461)

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

119,693,305

46,107,746

Redemption fees

544,998

310,548

Total increase (decrease) in net assets

126,887,768

31,957,481

Net Assets

Beginning of period

298,286,829

266,329,348

End of period (including undistributed net investment income of $4,880,548 and undistributed net investment income of $3,862,071, respectively)

$ 425,174,597

$ 298,286,829

Other Information

Shares

Sold

20,969,759

10,859,459

Issued in reinvestment of distributions

2,549,967

2,492,433

Redeemed

(13,295,779)

(9,393,239)

Net increase (decrease)

10,223,947

3,958,653

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

Annual Report

Financial Highlights

Years ended December 31,

2002

2001

2000

1999

1998

Selected Per-Share Data

Net asset value,
beginning of period

$ 10.91

$ 11.39

$ 11.13

$ 8.99

$ 12.97

Income from Investment Operations

Net investment
income (loss) B

.932

1.306 D

1.092

.975

1.201

Net realized and
unrealized gain (loss)

.371

(.591) D

.452

2.162

(3.980)

Total from investment
operations

1.303

.715

1.544

3.137

(2.779)

Distributions from net investment income

(.909)

(1.207)

(1.080)

(1.010)

(1.022)

Distributions in excess of
net investment income

-

-

(.216)

-

-

Distributions from return of capital

-

-

-

-

(.195)

Total distributions

(.909)

(1.207)

(1.296)

(1.010)

(1.217)

Redemption fees added to paid in capital B

.016

.012

.012

.013

.016

Net asset value, end of period

$ 11.32

$ 10.91

$ 11.39

$ 11.13

$ 8.99

Total Return A

12.62%

6.65%

14.38%

36.69%

(22.38)%

Ratios to Average Net Assets C

Expenses before
expense reductions

1.00%

1.00%

1.00%

1.07%

1.13%

Expenses net of voluntary waivers, if any

1.00%

1.00%

1.00%

1.07%

1.13%

Expenses net of
all reductions

1.00%

.99%

.99%

1.07%

1.13%

Net investment
income (loss)

8.48%

11.61% D

9.41%

9.88%

10.50%

Supplemental Data

Net assets, end of period (000 omitted)

$ 425,175

$ 298,287

$ 266,329

$ 219,355

$ 207,842

Portfolio turnover rate

219%

259%

278%

273%

488%

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

B Calculated based on average shares outstanding during the period.

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

D Effective January 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. Per share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2002

1. Significant Accounting Policies.

Fidelity New Markets Income Fund (the fund) is a fund of Fidelity School Street Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and electronic data processing techniques. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If an event that is expected to materially affect the value of a security occurs after the close of an exchange or market on which that security trades, but prior to the NAV calculation, then that security will be fair valued taking the event into account. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Foreign Currency - continued

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

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures, under the general supervision of the Board of Trustees. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

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. As a result, no provision for income taxes is required. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent and temporary book and tax differences. These adjustments have no impact on net assets or the results of operations. Temporary differences will reverse in a subsequent period. These differences are primarily due to foreign currency transactions, market discount, prior period premium and discount on debt securities, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 46,078,925

|

Unrealized depreciation

(17,471,393)

Net unrealized appreciation (depreciation)

28,607,532

Undistributed ordinary income

282,405

Capital loss carryforward

(73,111,351)

Cost for federal income tax purposes

386,209,274

The tax character of distributions paid during the current and prior year was as follows:

Ordinary Income

$ 31,653,682

$ 31,463,811

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a short-term trading fee equal to 1.00% of the proceeds of the redeemed shares. Redemptions on or prior to October 18, 2002 of shares held less than 180 days were subject to a short-term trading fee equal to 1.00% of the proceeds of the redeemed shares. The fee, which is retained by the fund, is accounted for as an addition to paid in capital.

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. The custodian bank receives the collateral, which is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Options. The fund may use options to manage its exposure to the bond market and to fluctuations in interest rates. Writing puts and buying calls tend to increase the fund's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the fund's exposure to the underlying instrument, or hedge other fund investments. The underlying face amount at value of any open options at period end is shown in the Schedule of Investments under the caption "Purchased Options". This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contracts, or if the counterparties do not perform under the contracts' terms. Gains and losses are realized upon the expiration or closing of the options. Realized gains (losses) on purchased options are included in realized gains (losses) on investment securities.

Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price. Options traded over-the-counter are valued using dealer-supplied valuations.

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 under the captions "Legend" and/or "Other Information" at the end of the fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. Information regarding loans and other direct debt instruments is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Annual Report

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the fund's average net assets and a group fee rate that averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .68% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .19% of average net assets.

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $319,367 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 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. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

6. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $10,816 for the period. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $9,885 and $1,321, respectively.

7. Credit Risk.

The fund's relatively large investment in countries with limited or developing capital markets may involve greater risks than investments in more developed markets and the prices of such investments may be volatile. The yields of emerging market debt obligations reflect, among other things, perceived credit risk. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of the fund's investments and the income they generate, as well as the fund's ability to repatriate such amounts.

8. Litigation.

The fund is engaged in litigation against the obligor on the inflation adjusted debt of Siderurgica Brasileiras SA, contesting the calculation of the principal adjustment. The probability of success of this litigation cannot be predicted and the amount of recovery cannot be estimated. Any recovery from this litigation would inure to the benefit of the fund. As of period end, the fund no longer holds Siderurgica Brasileiras SA debt securities.

Annual Report

Report of Independent Accountants

To the Trustees of Fidelity School Street Trust and the Shareholders of Fidelity New Markets Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity New Markets Income Fund (a fund of Fidelity School Street Trust) at December 31, 2002 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity New Markets Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2002 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 11, 2003

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 270 funds advised by FMR or an affiliate. Mr. McCoy oversees 272 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (72)**

Year of Election or Appointment: 1976

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Name, Age; Principal Occupation

Abigail P. Johnson (41)**

Year of Election or Appointment: 2001

Senior Vice President of New Markets Income (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Peter S. Lynch (59)

Year of Election or Appointment: 1990

Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

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

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

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

Name, Age; Principal Occupation

J. Michael Cook (60)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), Rockwell Automation International (2000), The Dow Chemical Company (2000), and HCA - The Healthcare Company (1999). He is a Member of the Advisory Board of the Securities Regulation Institute and of the Directorship Group, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Panel to the Comptroller General of the United States. He also serves as a member of the Board of Overseers of the Columbia Business School and a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.

Ralph F. Cox (70)

Year of Election or Appointment: 1991

Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

Phyllis Burke Davis (71)

Year of Election or Appointment: 1992

Mrs. Davis is retired from Avon Products, Inc. (consumer products) where she held various positions including Senior Vice President of Corporate Affairs and Group Vice President of U.S. product marketing, sales, distribution, and manufacturing. Mrs. Davis is a member of the Toshiba International Advisory Group of Toshiba Corporation (2001) and a member of the Board of Directors of the Southampton Hospital in Southampton, N.Y. (1998). Previously, she served as a Director of BellSouth Corporation (telecommunications), Eaton Corporation (diversified industrial), the TJX Companies, Inc. (retail stores), Hallmark Cards, Inc., and Nabisco Brands, Inc.

Robert M. Gates (59)

Year of Election or Appointment: 1997

Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of Charles Stark Draper Laboratory (non-profit), NACCO Industries, Inc. (mining and manufacturing), and Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

Donald J. Kirk (70)

Year of Election or Appointment: 1987

Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

Marie L. Knowles (56)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (58)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and Chief Executive Officer (1999) and as a Director (1998) of Acterna Corporation (communications test equipment). He is also Co-Chairman and C.E.O. of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (diversified industrial, 1997), Axcelis Technologies (semiconductors, 2000), and the Philharmonic Center for the Arts in Naples, Florida (1999). He also serves on the Board of Trustees of Fairfield University and is a member of the Council on Foreign Relations.

Name, Age; Principal Occupation

Marvin L. Mann (69)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Board member of Imation Corp. (imaging and information storage, 1997) and Acterna Corporation (communications test equipment, 1999). He is also a member of the Director Services Committee of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (69)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), Progress Energy, Inc. (electric utility), and Acterna Corporation (communications test equipment, 1999). He is also a partner of Franklin Street Partners (private investment management firm, 1997) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

William S. Stavropoulos (63)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman of the Board and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions, 1997), BellSouth Corporation (telecommunications, 1997), Chemical Financial Corporation, Computer Associates International Inc. (integrated computer software products, 2002), and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research and Fordham University. In addition, Mr. Stavropoulos is a member of the American Chemical Society, The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

Executive Officers:

Correspondence intended for each executive officer may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Philip L. Bullen (43)

Year of Election or Appointment: 2001

Vice President of New Markets Income. Mr. Bullen also serves as Vice President of certain Equity Funds (2001) and certain High Income Funds (2001). He is Senior Vice President of FMR (2001) and FMR Co., Inc. (2001), President and a Director of Fidelity Management & Research (Far East) Inc. (2001), President and a Director of Fidelity Management & Research (U.K.) Inc. (2002), and a Director of Strategic Advisers, Inc. (2002). Before joining Fidelity Investments, Mr. Bullen was President and Chief Investment Officer of Santander Global Advisors (1997-2000) and President and Chief Executive Officer of Boston's Baring Asset Management Inc. (1994-1997).

John H. Carlson (52)

Year of Election or Appointment: 1996

Vice President of New Markets Income and other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Carlson managed a variety of Fidelity funds.

Eric D. Roiter (54)

Year of Election or Appointment: 1998

Secretary of New Markets Income. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter was an Adjunct Member, Faculty of Law, at Columbia University Law School (1996-1997).

Maria F. Dwyer (44)

Year of Election or Appointment: 2002

President and Treasurer of New Markets Income. Ms. Dwyer also serves as President and Treasurer of other Fidelity funds (2002) and is a Vice President (1999) and an employee (1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS Investment Management.

Timothy F. Hayes (52)

Year of Election or Appointment: 2002

Chief Financial Officer of New Markets Income. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). In 2001, Mr. Hayes was appointed President of Fidelity Investments Operations Group (FIOG), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).

John H. Costello (56)

Year of Election or Appointment: 1993

Assistant Treasurer of New Markets Income. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Francis V. Knox, Jr. (55)

Year of Election or Appointment: 2002

Assistant Treasurer of New Markets Income. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).

Mark Osterheld (47)

Year of Election or Appointment: 2002

Assistant Treasurer of New Markets Income. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Thomas J. Simpson (44)

Year of Election or Appointment: 2000

Assistant Treasurer of New Markets Income. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on September 18, 2002. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes

% of
Votes

Affirmative

1,288,195,689.40

87.130

Against

59,837,700.18

4.047

Abstain

66,870,615.36

4.523

Broker
Non-Votes

63,578,790.11

4.300

TOTAL

1,478,482,795.05

100.00

PROPOSAL 2

To authorize the Trustees to increase the maximum number of Trustees.*

# of
Votes

% of
Votes

Affirmative

1,265,038,842.24

85.563

Against

153,176,235.98

10.361

Abstain

60,267,716.83

4.076

TOTAL

1,478,482,795.05

100.00

PROPOSAL 3

To authorize the Trustees to clarify the scope of the Trustees' authority regarding mergers, consolidations, incorporations and reorganizations.*

# of
Votes

% of
Votes

Affirmative

1,278,011,067.16

86.441

Against

74,209,385.21

5.019

Abstain

62,683,552.57

4.240

Broker
Non-Votes

63,578,790.11

4.300

TOTAL

1,478,482,795.05

100.00

PROPOSAL 4

To authorize the Trustees to enter into management contracts on behalf of a new fund.*

# of
Votes

% of
Votes

Affirmative

1,245,890,930.80

84.268

Against

98,700,857.54

6.676

Abstain

70,312,216.60

4.756

Broker
Non-Votes

63,578,790.11

4.300

TOTAL

1,478,482,795.05

100.00

PROPOSAL 5

To elect the thirteen nominees specified below as Trustees.*

# of
Votes

% of
Votes

J. Michael Cook

Affirmative

1,411,053,067.59

95.439

Withheld

67,429,727.46

4.561

TOTAL

1,478,482,795.05

100.00

Ralph F. Cox

Affirmative

1,410,166,404.98

95.379

Withheld

68,316,390.07

4.621

TOTAL

1,478,482,795.05

100.00

Phyllis Burke Davis

Affirmative

1,408,464,277.11

95.264

Withheld

70,018,517.94

4.736

TOTAL

1,478,482,795.05

100.00

Robert M. Gates

Affirmative

1,411,161,494.77

95.447

Withheld

67,321,300.28

4.553

TOTAL

1,478,482,795.05

100.00

* Denotes trust-wide proposals and voting results.

# of
Votes

% of
Votes

Abigail Johnson

Affirmative

1,406,102,760.86

95.104

Withheld

72,380,034.19

4.896

TOTAL

1,478,482,795.05

100.00

Edward C. Johnson 3d

Affirmative

1,407,689,158.72

95.212

Withheld

70,793,636.33

4.788

TOTAL

1,478,482,795.05

100.00

Donald J. Kirk

Affirmative

1,411,739,690.64

95.486

Withheld

66,743,104.41

4.514

TOTAL

1,478,482,795.05

100.00

Marie L. Knowles

Affirmative

1,412,764,570.79

95.555

Withheld

65,718,224.26

4.445

TOTAL

1,478,482,795.05

100.00

Ned C. Lautenbach

Affirmative

1,412,976,011.53

95.569

Withheld

65,506,783.52

4.431

TOTAL

1,478,482,795.05

100.00

Peter S. Lynch

Affirmative

1,411,348,873.56

95.459

Withheld

67,133,921.49

4.541

TOTAL

1,478,482,795.05

100.00

Marvin L. Mann

Affirmative

1,411,908,593.93

95.497

Withheld

66,574,201.12

4.503

TOTAL

1,478,482,795.05

100.00

William O. McCoy

Affirmative

1,411,926,873.54

95.498

Withheld

66,555,921.51

4.502

TOTAL

1,478,482,795.05

100.00

William S. Stavropoulos

Affirmative

1,404,489,525.50

94.995

Withheld

73,993,269.55

5.005

TOTAL

1,478,482,795.05

100.00

PROPOSAL 6

To approve an amended management contract for the fund.

# of
Votes

% of
Votes

Affirmative

163,693,738.91

82.405

Against

10,182,849.68

5.126

Abstain

7,505,015.55

3.778

Broker
Non-Votes

17,264,530.64

8.691

TOTAL

198,646,134.78

100.00

PROPOSAL 7

To amend the fund's fundamental investment limitation concerning underwriting.

# of
Votes

% of
Votes

Affirmative

157,521,090.99

79.297

Against

15,645,940.98

7.877

Abstain

8,214,572.17

4.135

Broker
Non-Votes

17,264,530.64

8.691

TOTAL

198,646,134.78

100.00

PROPOSAL 8

To amend the fund's fundamental investment limitation concerning lending.

# of
Votes

% of
Votes

Affirmative

157,321,529.33

79.197

Against

16,103,368.90

8.106

Abstain

7,956,705.91

4.006

Broker
Non-Votes

17,264,530.64

8.691

TOTAL

198,646,134.78

100.00

Annual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Write Fidelity

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

(letter_graphic)Making Changes
To Your Account

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

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

(letter_graphic)For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
2300 Litton Lane - KH2B
Hebron, KY 41048

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Distribution Services
2300 Litton Lane - KH2GC
Hebron, KY 41048-9397

General Correspondence

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

(letter_graphic)For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Distribution Services
2300 Litton Lane - KH2GC
Hebron, KY 41048-9397

General Correspondence

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Annual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Annual Report

Annual Report

Annual Report

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1.540082.105

Fidelity®

Strategic Income

Fund

Annual Report

December 31, 2002

(2_fidelity_logos)

(Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

The manager's review of fund performance, strategy and outlook.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Accountants

<Click Here>

The auditors' opinion.

Trustees and Officers

<Click Here>

Proxy Voting Results

<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.

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

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.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)
Dear Shareholder:

U.S. Treasuries proved to be one of the best-performing investments of 2002, gaining nearly 12% for the year according to the Lehman Brothers® Treasury Index. In fact, all categories of investment-grade bonds finished the year in the plus column. Stocks, on the other hand, declined for the third consecutive year, but a strong fourth quarter left many equity investors hopeful of better things to come in 2003.

While it's impossible to predict the future direction of the markets with any degree of certainty, there are certain basic principles that can help investors plan for their future needs.

The longer your investment time frame, the less likely it is that you will be affected by short-term market volatility. A 10-year investment horizon appropriate for saving for a college education, for example, enables you to weather market cycles in a long-term fund, which may have a higher risk potential, but also has a higher potential rate of return.

An intermediate-length fund could make sense if your investment horizon is two to four years, while a short-term bond fund could be the right choice if you need your money in one or two years.

If your time horizon is less than a year, you might want to consider moving some of your bond investment into a money market fund. These funds seek income and a stable share price by investing in high-quality, short-term investments. Of course, it's important to remember that an investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these types of funds.

Finally, no matter what your time horizon or portfolio diversity, it makes good sense to follow a regular investment plan, investing a certain amount of money in a fund at the same time each month or quarter and periodically reviewing your overall portfolio. By doing so, you won't get caught up in the excitement of a rapidly rising market, nor will you buy all your shares at market highs. While this strategy - known as dollar cost averaging - won't assure a profit or protect you from a loss in a declining market, it should help you lower the average cost of your purchases. Of course, you should consider your financial ability to continue your purchases through periods of low price levels before undertaking such a strategy.

If you have questions, please call us at 1-800-544-6666, or visit our web site at www.fidelity.com. We are available 24 hours a day, seven days a week to provide you the information you need to make the investments that are right for you.

Best regards,/s/
Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

There are several ways to evaluate a fund's historical performance. You can look at cumualtive total returns, average annual returns, or the growth of a hypothetical investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). You can also look at income, as reflected in its yield, to measure performance. If Fidelity had not reimbursed certain fund expenses, the life of fund total returns would have been lower. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

Cumulative Total Returns

Periods ended December 31, 2002

Past 1
year

Life of
fund

Fidelity® Strategic Income

9.38%

29.12%

Fidelity Strategic Income Composite

7.94%

22.34%

JPM EMBI Global

13.11%

35.83%

LB Government Bond

11.50%

42.52%

ML US High Yield Master II

-1.89%

-0.81%

SSB Non-US Group of 7 Index -
Equally Weighted Unhedged

21.66%

27.32%

Multi-Sector Income Funds Average

6.59%

n/a *

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, one year or since the fund started on May 1, 1998. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of Merrill Lynch U.S. High Yield Master II Index - a market value-weighted index of all domestic and yankee high-yield bonds, including deferred interest bonds and payment in kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default. Additionally you can compare the fund's returns to the performance of the Fidelity Strategic Income Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the J.P. Morgan Emerging Markets Bond Index Global, (EMBI Global) the Lehman Brothers ® Government Bond Index, the Merrill Lynch U.S. High Yield Master II Index and the Salomon Smith Barney® Non-U.S. Group of 7 Index - Equally Weighted Unhedged, weighted according to the fund's neutral mix. ** You can also compare the fund's performance to the performance of mutual funds tracked by Lipper Inc. and grouped by similar objectives. These benchmarks listed in the table above include reinvested dividends and capital gains, if any, and exclude the effect of sales charges.

* Not available

** 40% high yield, 30% U. S. government and investment grade, 15% emerging markets, and 15% foreign developed markets

Annual Report

Performance - continued

Average Annual Total Returns

Periods ended December 31, 2002

Past 1
year

Life of
fund

Fidelity Strategic Income

9.38%

5.62%

Fidelity Strategic Income Composite

7.94%

4.41%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Strategic Income Fund on May 1, 1998, when the fund started. The chart shows how the value of your investment would have grown, and also shows how the Merrill Lynch U.S. High Yield Master II Index and the Fidelity Strategic Income Composite Index did over the same period.



3

Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. When you sell your shares, they could be worth more or less than what you paid for them.

Annual Report

Total Return Components

Years ended December 31,

May 1, 1998
(commencement
of operations) to
December 31,

2002

2001

2000

1999

1998

Dividend returns

6.65%

6.30%

7.35%

7.19%

4.93%

Capital returns

2.73%

0.22%

-3.28%

-0.84%

-4.80%

Total returns

9.38%

6.52%

4.07%

6.35%

0.13%

Total return components include both dividend returns and capital returns. A dividend return reflects the actual dividends paid by the fund. A capital return reflects both the amount paid by the fund to shareholders as capital gain distributions and changes in the fund's share price. Both returns assume the dividends or capital gains, if any, paid by the fund are reinvested.

Dividends and Yield

Periods ended December 31, 2002

Past 1
month

Past 6
months

Past 1
year

Dividends per share

8.65¢

31.15¢

57.48¢

Annualized dividend rate

6.05%

6.35%

6.31%

30-day annualized yield

5.91%

-

-

Dividends per share show the income paid by the fund for a set period. If you annualize this number, based on an average share price of $9.35 over the past one month, $9.08 over the past six months and $9.11 over the past one year, you can compare the fund's income over these three periods. Any non-recurring distributions required by Federal tax regulations included in Dividends per share have not been annualized. The 30-day annualized yield is a standard formula based on the yields of the securities in the fund, averaged over the past 30 days. This figure shows you the yield characteristics of the fund's investments at the end of the period. It also helps you compare funds from different companies on an equal basis.

Annual Report

Fund Talk: The Manager's Overview

Market Recap

For essentially all categories of foreign and domestic debt - with the possible exception of U.S. high-yield bonds - 2002 was a very good year. Faltering equity markets, low interest rates and geopolitical tension dominated the global environment, and investors responded by pulling money out of equities and entrusting it to higher-quality fixed-income instruments. Overall, government bond markets outside the U.S. were the best performers during the 12-month period ending December 31, 2002. In that time, the Salomon Smith Barney® Non-U.S. Dollar World Government Bond Index - a market-value-weighted index designed to represent the performance of 16 world government bond markets, excluding the United States - advanced an impressive 21.99%. Emerging-markets debt also continued to make an impression. The J.P. Morgan Emerging Markets Bond Index Global - which measures the performance of more than 30 emerging-markets countries - finished the period with a return of 13.11%, the fourth consecutive annual gain for the index. U.S government bonds also landed in the double-digit plus column. The Lehman Brothers® Government Bond Index - a benchmark for U.S. government securities with maturities of one year or more - gained 11.50%. Conversely, a multitude of corporate governance and accounting scandals, debt defaults and credit downgrades were significant contributors to the 1.89% loss of the Merrill Lynch High Yield Master II Index.

(Portfolio Manager photograph)
An interview with William Eigen, Lead Portfolio Manager of Fidelity Strategic Income Fund

Q. How did the fund perform, Bill?

A. For the year ending December 31, 2002, the fund was up 9.38%, outpacing both the Fidelity Strategic Income Composite Index and the Lipper Inc. multi-sector income funds average, which returned 7.94% and 6.59%, respectively.

Q. What was behind the fund's strong showing?

A. While security selection was primarily responsible, some well-timed tactical asset-allocation shifts also helped. With the exception of the non-U.S. developed markets subportfolio - which performed roughly in line with its index - all the subportfolios beat their benchmarks, with particularly strong results from our high-yield investments. I'm proud that despite a difficult period overall for higher-risk assets, along with heavy cash flows into the fund, we continued to deliver very competitive returns for our shareholders - a testament to our disciplined management and risk-control process.

Annual Report

Fund Talk: The Manager's Overview - continued

Q. Which of your asset-allocation decisions added value?

A. Although high-yield was the weakest segment of the fixed-income market during the period, I used the sector's volatility to our advantage. Overweighting high-yield bonds amid their run-up early in the year helped, as did reducing the position when the sector suffered from widespread credit-quality downgrades and weak economic and issuer fundamentals. Also helpful was moving back to an overweighting early in the fourth quarter, as yield spreads tightened rapidly from record-wide levels in October and November amid a more positive environment for riskier assets. A timely overweighting in the developed-markets subportfolio during the late spring was another plus. I felt the strength of the dollar against the euro was unsustainable since interest rates were higher overseas. The dollar subsequently weakened and our bonds rallied. I trimmed the position to take profits, returning us to a neutral weighting by July. Within the U.S. government bond subportfolio, I substituted cash for some Treasuries - which I felt were overvalued - in an effort to preserve capital. While this strategy hurt us for most of the year as Treasuries benefited from favorable interest rate conditions and a flight to quality, it helped a lot during the fourth quarter when high-yield bonds strongly outperformed.

Q. What fueled the subportfolios?

A. Good security selection within the high-yield subportfolio - managed by Mark Notkin - contributed the most. Mark's fundamental approach was key in avoiding many of the year's blow-ups, and his focus on stronger credits with upgrade potential or whose fundamentals could improve worked well. Timely trading also helped, particularly within telecommunications. Strong macroeconomic analysis and research bolstered the emerging-markets subportfolio - managed by Jonathan Kelly, who replaced John Carlson in April. Some good picks within Latin American markets - including Brazil, Argentina and Venezuela - and an emphasis on top-performing Russian debt overwhelmed what we lost by overweighting Brazil and underweighting South Korea. The U.S. government subportfolio - managed by Kevin Grant - benefited from effective yield-curve positioning amid a volatile interest rate environment. Overweighting high-quality, higher-yielding agency and mortgage securities also helped. Finally, the developed-markets subportfolio - managed by Ian Spreadbury - posted a strong return in large part due to falling interest rates and currency gains among European issues.

Q. What's your outlook?

A. I'm bullish on high-yield bonds at period end, as valuations remain attractive relative to historical norms, and extremely low Treasury rates have left investors searching for extra yield. There still seems to be a significant amount of "bad news" reflected in prices despite the fact that much of the damage - in terms of weeding out speculative issues and defaults - likely has passed. I'm bearish on Treasuries and still hold cash as protection against rising interest rates. I'm still cautious on emerging-markets debt given political uncertainty in Brazil, while currency movements will dictate our developed-markets exposure.

Annual Report

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

Fund Facts

Goal: a high level of current income by investing primarily in debt securities; as a secondary objective, the fund may seek capital appreciation

Fund number: 368

Trading symbol: FSICX

Start date: May 1, 1998

Size: as of December 31, 2002, more than $781 million

Manager: William Eigen, since 2001; manager, Fidelity Four-In-One Index Fund, since 2002; Fidelity Advisor Strategic Income Fund, since 2001; director, Fidelity Asset Allocation Fund Group, 1997-2001; joined Fidelity in 1994

3

Bill Eigen revisits how diversification works for the fund:

"Many investors consider their portfolios well diversified if they allocate between equity funds with different risk characteristics and a fixed-income fund - in most cases a U.S. government fund or investment-grade bond fund. While I believe that is a reasonable investment strategy, I think there is an additional risk to consider. Traditional fixed-income funds generally concentrate in only one area of the market. Like equities, fixed-income asset classes offer widely varying risk/return characteristics. The diversification offered within this fund takes advantage of all aspects of the fixed-income markets - including emerging markets, non-U.S. developed markets, high-yield and U.S. government securities.

"The benefit of this type of diversification is that if one sector of the fund is experiencing negative returns, it could be offset by a sector that's performing well. The end result is a portfolio that provides competitive returns over time within a controlled volatility framework. The historical returns of the fund illustrate this concept well."

Note to shareholders: Effective January 1, 2003, George Fischer assumed responsibility for managing the fund's U.S. government bond subportfolio.

Annual Report

Investment Changes

Top Five Holdings as of December 31, 2002

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

U.S. Treasury Obligations

16.0

17.6

German Federal Republic

4.9

2.9

Fannie Mae

3.9

3.0

Canadian Government

2.5

2.6

United Kingdom, Great Britain & Northern Ireland

2.2

2.0

29.5

Top Five Market Sectors as of December 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

13.9

13.4

Financials

7.1

5.6

Utilities

5.8

1.7

Telecommunication Services

4.4

3.9

Materials

4.2

4.8

Quality Diversification (% of fund's net assets)

As of December 31, 2002

As of June 30, 2002

U.S. Governments 20.9%

U.S. Governments 22.5%

AAA, AA, A 15.2%

AAA, AA, A 15.6%

BBB 7.9%

BBB 6.8%

BB 18.0%

BB 14.8%

B 25.5%

B 24.2%

CCC, CC, C 3.9%

CCC, CC, C 2.7%

D 0.2%

D 0.0%

Not Rated 1.0%

Not Rated 1.2%

Equities 0.4%

Equities 0.6%

Short-TermInvestments and Net OtherAssets 7.0%

Short-TermInvestments and Net OtherAssets 11.6%



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

Asset Allocation (% of fund's net assets)

As of December 31, 2002*

As of June 30, 2002**

Corporate Bonds 47.9%

Corporate Bonds 41.9%

U.S. Government and Government Agency Obligations 20.9%

U.S. Government and Government Agency Obligations 22.5%

Foreign Government & Government Agency Obligations 21.6%

Foreign Government & Government Agency Obligations 21.3%

Stocks 0.4%

Stocks 0.6%

Other Investments 2.2%

Other Investments 2.1%

Short-Term Investments and Net Other Assets 7.0%

Short-Term Investments and Net Other Assets 11.6%

* Foreign
investments

33.5%

** Foreign
investments

33.3%



Annual Report

Investments December 31, 2002

Showing Percentage of Net Assets

Corporate Bonds - 47.9%

Principal
Amount (i)

Value
(Note 1)

Convertible Bonds - 1.4%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

EchoStar Communications Corp. 4.875% 1/1/07 (f)

$ 20,000

$ 17,800

HEALTH CARE - 0.4%

Health Care Providers & Services - 0.4%

Total Renal Care Holdings 7% 5/15/09

3,455,000

3,435,566

INFORMATION TECHNOLOGY - 0.9%

Electronic Equipment & Instruments - 0.9%

Celestica, Inc. liquid yield option note 0% 8/1/20

7,660,000

3,514,025

Sanmina-SCI Corp. 0% 9/12/20

4,785,000

1,949,888

Solectron Corp. liquid yield option note:

0% 5/8/20

386,000

236,425

0% 11/20/20

1,890,000

930,825

6,631,163

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10

1,063,000

764,084

TOTAL CONVERTIBLE BONDS

10,848,613

Nonconvertible Bonds - 46.5%

CONSUMER DISCRETIONARY - 13.9%

Auto Components - 0.8%

Arvin Industries, Inc. 6.75% 3/15/08

60,000

57,750

ArvinMeritor, Inc. 8.75% 3/1/12

1,690,000

1,732,250

Dana Corp. 10.125% 3/15/10

1,835,000

1,853,350

Dura Operating Corp. 8.625% 4/15/12

565,000

570,650

Lear Corp.:

7.96% 5/15/05

1,095,000

1,116,900

8.11% 5/15/09

500,000

527,500

Stoneridge, Inc. 11.5% 5/1/12

635,000

606,425

6,464,825

Automobiles - 0.0%

General Motors Corp. euro 1.25% 12/20/04

JPY

50,000,000

415,930

Hotels, Restaurants & Leisure - 4.9%

Coast Hotels & Casinos, Inc. 9.5% 4/1/09

2,320,000

2,476,600

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Domino's, Inc. 10.375% 1/15/09

$ 2,695,000

$ 2,910,600

Florida Panthers Holdings, Inc. 9.875% 4/15/09

3,510,000

3,650,400

Harrah's Operating Co., Inc. 7.5% 1/15/09

250,000

276,275

Hilton Hotels Corp.:

7.625% 12/1/12

620,000

616,900

8.25% 2/15/11

1,235,000

1,278,225

HMH Properties, Inc. 7.875% 8/1/05

740,000

725,200

Horseshoe Gaming LLC 8.625% 5/15/09

3,810,000

4,019,550

International Game Technology 8.375% 5/15/09

650,000

718,250

ITT Corp. 7.375% 11/15/15

1,590,000

1,454,850

KSL Recreation Group, Inc. 10.25% 5/1/07

125,000

127,500

MGM Mirage, Inc. 8.5% 9/15/10

275,000

302,500

Penn National Gaming, Inc. 8.875% 3/15/10

3,590,000

3,661,800

Station Casinos, Inc. 8.375% 2/15/08

4,120,000

4,367,200

Sun International Hotels Ltd./Sun International North America, Inc. 8.875% 8/15/11

2,340,000

2,392,650

Tricon Global Restaurants, Inc. 8.875% 4/15/11

4,940,000

5,359,900

Wheeling Island Gaming, Inc. 10.125% 12/15/09

1,560,000

1,563,900

Wynn Las Vegas LLC/ Wynn Las Vegas Capital Corp. 12% 11/1/10

2,045,000

2,055,225

37,957,525

Household Durables - 0.9%

Beazer Homes USA, Inc.:

8.625% 5/15/11

435,000

448,050

8.875% 4/1/08

785,000

812,475

Champion Home Builders Co. 11.25% 4/15/07

225,000

187,875

D.R. Horton, Inc.:

7.875% 8/15/11

175,000

170,625

8% 2/1/09

1,175,000

1,175,000

Kaufman & Broad Home Corp. 7.75% 10/15/04

900,000

920,250

KB Home 8.625% 12/15/08

300,000

313,500

Lennar Corp.:

7.625% 3/1/09

395,000

408,825

9.95% 5/1/10

500,000

547,500

Pulte Homes, Inc. 7.875% 8/1/11

930,000

1,026,488

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Ryland Group, Inc. 9.125% 6/15/11

$ 620,000

$ 657,200

Standard Pacific Corp. 9.25% 4/15/12

305,000

295,850

6,963,638

Leisure Equipment & Products - 0.2%

The Hockey Co. 11.25% 4/15/09

1,445,000

1,473,900

Media - 6.7%

AMC Entertainment, Inc.:

9.5% 3/15/09

1,500,000

1,477,500

9.5% 2/1/11

115,000

113,275

9.875% 2/1/12

810,000

797,850

American Media Operations, Inc. 10.25% 5/1/09

1,520,000

1,569,400

Chancellor Media Corp.:

8% 11/1/08

1,995,000

2,154,600

8.125% 12/15/07

870,000

904,800

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 5/15/11 (d)

260,000

65,000

8.625% 4/1/09

75,000

33,000

9.625% 11/15/09

1,965,000

864,600

10% 4/1/09

1,620,000

712,800

10% 5/15/11

1,625,000

731,250

10.25% 1/15/10

300,000

132,000

10.75% 10/1/09

375,000

165,000

11.125% 1/15/11

470,000

206,800

Cinemark USA, Inc.:

8.5% 8/1/08

1,135,000

1,078,250

9.625% 8/1/08

125,000

125,000

Corus Entertainment, Inc. 8.75% 3/1/12

2,345,000

2,485,700

CSC Holdings, Inc.:

7.625% 4/1/11

3,750,000

3,534,375

7.625% 7/15/18

280,000

246,400

7.875% 2/15/18

105,000

92,400

Dex Media East LLC/Dex Media East Finance Co. 9.875% 11/15/09 (f)

1,180,000

1,262,600

EchoStar DBS Corp.:

9.125% 1/15/09

1,510,000

1,581,725

9.375% 2/1/09

5,400,000

5,670,000

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

EchoStar DBS Corp.: - continued

10.375% 10/1/07

$ 4,590,000

$ 4,911,300

Entravision Communications Corp. 8.125% 3/15/09

2,490,000

2,614,500

Grupo Televisa SA de CV 8% 9/13/11

550,000

574,750

International Cabletel, Inc. 11.5% 2/1/06 (c)

2,035,000

223,850

Lamar Media Corp.:

7.25% 1/1/13 (f)

390,000

394,875

8.625% 9/15/07

1,880,000

1,966,950

9.625% 12/1/06

215,000

222,525

LBI Media, Inc. 10.125% 7/15/12 (f)

890,000

930,050

News America Holdings, Inc.:

7.375% 10/17/08

85,000

93,555

7.6% 10/11/15

345,000

379,593

Nextmedia Operating, Inc. 10.75% 7/1/11

515,000

540,750

PanAmSat Corp.:

6.125% 1/15/05

190,000

185,250

6.375% 1/15/08

920,000

883,200

Pearson PLC euro 4.625% 7/8/04

EUR

500,000

533,527

Pegasus Communications Corp.:

9.625% 10/15/05

600,000

330,000

12.5% 8/1/07

75,000

33,750

Penton Media, Inc. 11.875% 10/1/07

410,000

340,300

Quebecor Media, Inc. 11.125% 7/15/11

5,000

4,600

Radio One, Inc. 8.875% 7/1/11

4,050,000

4,343,625

Regal Cinemas Corp. 9.375% 2/1/12

1,250,000

1,325,000

Rogers Cable, Inc. yankee 7.875% 5/1/12

1,000,000

975,000

Susquehanna Media Co. 8.5% 5/15/09

20,000

20,600

Telewest PLC yankee:

9.625% 10/1/06 (c)

1,050,000

189,000

11% 10/1/07 (c)

4,060,000

751,100

TV Azteca SA de CV:

euro 10.5% 2/15/07 (Reg. S)

165,000

149,119

yankee 10.5% 2/15/07

295,000

266,606

Yell Finance BV 10.75% 8/1/11

2,760,000

3,036,000

52,223,700

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Specialty Retail - 0.2%

Hollywood Entertainment Corp. 9.625% 3/15/11

$ 1,890,000

$ 1,908,900

Textiles Apparel & Luxury Goods - 0.2%

Levi Strauss & Co. 12.25% 12/15/12 (f)

1,250,000

1,231,250

TOTAL CONSUMER DISCRETIONARY

108,639,668

CONSUMER STAPLES - 2.0%

Beverages - 0.2%

Constellation Brands, Inc. 8.125% 1/15/12

1,930,000

1,997,550

Food & Drug Retailing - 0.2%

Disco SA yankee:

9.125% 5/15/03

45,000

43,650

9.875% 5/15/08

390,000

343,200

Rite Aid Corp.:

6.125% 12/15/08 (f)

250,000

185,000

6.875% 8/15/13

850,000

603,500

7.125% 1/15/07

275,000

228,250

1,403,600

Food Products - 1.1%

Chiquita Brands International, Inc. 10.56% 3/15/09

2,035,000

2,075,700

Corn Products International, Inc.:

8.25% 7/15/07

1,275,000

1,281,375

8.45% 8/15/09

130,000

130,975

Dean Foods Co.:

6.625% 5/15/09

40,000

39,600

6.9% 10/15/17

820,000

746,200

8.15% 8/1/07

1,905,000

1,995,488

Del Monte Corp.:

8.625% 12/15/12 (f)

910,000

928,200

9.25% 5/15/11

390,000

405,600

Dole Food Co., Inc.:

7.25% 5/1/09

1,360,000

1,305,600

Michael Foods, Inc. 11.75% 4/1/11

50,000

55,500

8,964,238

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Household Products - 0.0%

Fort James Corp. 6.875% 9/15/07

$ 70,000

$ 65,800

Personal Products - 0.4%

Revlon Consumer Products Corp. 12% 12/1/05

3,175,000

3,048,000

Tobacco - 0.1%

Gallaher Group PLC 5.75% 10/2/06

EUR

500,000

551,633

TOTAL CONSUMER STAPLES

16,030,821

ENERGY - 3.6%

Energy Equipment & Services - 0.3%

DI Industries, Inc. 8.875% 7/1/07

610,000

625,250

Grant Prideco, Inc.:

9% 12/15/09 (f)

170,000

177,650

9.625% 12/1/07

230,000

243,800

Key Energy Services, Inc. 8.375% 3/1/08

680,000

712,300

Petroliam Nasional BHD (Petronas):

7.625% 10/15/26 (Reg. S)

250,000

266,094

7.75% 8/15/15 (Reg. S)

555,000

635,128

2,660,222

Oil & Gas - 3.3%

Chesapeake Energy Corp.:

7.75% 1/15/15 (f)

820,000

815,900

8.125% 4/1/11

1,415,000

1,457,450

8.375% 11/1/08

1,180,000

1,215,400

8.5% 3/15/12

30,000

31,050

Encore Acquisition Co. 8.375% 6/15/12 (f)

795,000

826,800

Forest Oil Corp. 8% 12/15/11

190,000

199,975

Hurricane Hydrocarbons 12% 8/4/06

1,130,000

1,149,775

Pecom Energia SA 8.125% 7/15/10 (Reg. S)

1,626,000

1,065,030

Pemex Project Funding Master Trust:

7.875% 2/1/09 (f)

250,000

268,750

8% 11/15/11 (f)

400,000

428,000

Petroleos Mexicanos 9.25% 3/30/18

3,135,000

3,519,038

Plains All American Pipeline LP 7.75% 10/15/12 (f)

420,000

434,700

Plains Exploration & Production Co. LP 8.75% 7/1/12 (f)

1,740,000

1,800,900

Teekay Shipping Corp. 8.875% 7/15/11

6,255,000

6,411,375

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

The Coastal Corp.:

6.2% 5/15/04

$ 310,000

$ 266,600

6.5% 5/15/06

500,000

405,000

6.95% 6/1/28

50,000

32,000

7.5% 8/15/06

345,000

282,900

7.75% 6/15/10

1,025,000

804,625

7.75% 10/15/35

510,000

336,600

Vintage Petroleum, Inc. 8.25% 5/1/12

1,065,000

1,102,275

Westport Resources Corp. 8.25% 11/1/11 (f)

900,000

940,500

YPF Sociedad Anonima:

8% 2/15/04

235,000

227,950

yankee:

7.75% 8/27/07

100,000

86,500

9.125% 2/24/09

1,725,000

1,535,250

25,644,343

TOTAL ENERGY

28,304,565

FINANCIALS - 6.8%

Banks - 1.5%

Banco Nacional de Desenvolvimento Economico e Social 20.369% 6/16/08 (g)

870,000

774,300

Bangkok Bank Ltd. PCL:

8.75% 3/15/07 (Reg. S)

350,000

399,000

9.025% 3/15/29 (f)

135,000

136,688

9.025% 3/15/29 (Reg. S)

100,000

101,250

Banque Centrale de Tunisie 7.375% 4/25/12

250,000

262,500

Hanvit Bank:

12.75% 3/1/10 (f)(g)

35,000

40,863

12.75% 3/1/10 (Reg. S) (g)

70,000

81,725

Japan Development Bank 1.7% 9/20/22

JPY

300,000,000

2,339,934

Korea Development Bank 4.25% 11/13/07

235,000

237,820

Kreditanstalt Fuer Wiederaufbau:

3.5% 11/15/05

EUR

6,100,000

6,485,785

6% 12/7/28

GBP

200,000

376,432

11,236,297

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - 4.9%

Abbey National Sterling Capital euro 11.5% 1/4/17

GBP

200,000

$ 502,678

AES Drax Holdings Ltd. 10.41% 12/31/20

1,355,000

758,800

American Airlines, Inc. pass thru trust certificates 7.8% 4/1/08

290,000

211,700

APP International Finance (Mauritius) Ltd. 0% 7/5/03 (c)(f)

615,000

30,750

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

1,110,000

1,151,625

Cellco Finance NV yankee 12.75% 8/1/05

1,075,000

1,099,188

Chukchansi Economic Development Authority 14.5% 6/15/09 (f)

470,000

472,350

Continental Airlines, Inc. pass thru trust certificates:

6.795% 8/2/18

207,144

134,644

6.9% 1/2/17

104,779

68,107

Delta Air Lines, Inc. pass thru trust certificates:

7.57% 11/18/10

1,190,000

1,188,770

7.779% 11/18/05

240,000

192,000

7.92% 5/18/12

375,000

312,702

10.06% 1/2/16

160,000

128,000

El Paso Energy Partners LP/El Paso Energy Partners Finance Corp.:

8.5% 6/1/11

830,000

763,600

10.625% 12/1/12 (f)

1,200,000

1,230,000

Entercom Radio LLC/Entercom Capital, Inc. 7.625% 3/1/14

1,410,000

1,480,500

IOS Capital, Inc. 9.75% 6/15/04

1,030,000

1,050,600

J.P. Morgan AG (Vimpel Communications) loan participation note:

10.45% 4/26/05 (f)

995,000

1,027,338

10.45% 4/26/05 (Reg. S)

250,000

258,125

KFW International Finance, Inc. euro 1% 12/20/04

JPY

305,000,000

2,614,212

Mobile Telesystems Finance SA 10.95% 12/21/04

1,203,000

1,266,158

NGG Finance PLC 5.25% 8/23/06

EUR

500,000

546,368

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

Northwest Airlines, Inc. pass thru trust certificates:

6.81% 2/1/20

$ 118,300

$ 101,303

7.248% 7/2/14

228,835

114,418

7.575% 3/1/19

73,174

69,515

7.691% 4/1/17

20,000

16,000

7.95% 9/1/16

47,632

38,106

8.304% 9/1/10

292,268

204,587

Pemex Project Funding Master Trust:

8.5% 2/15/08

500,000

557,500

9.125% 10/13/10

3,550,000

4,064,750

Petronas Capital Ltd.:

7% 5/22/12 (f)

290,000

318,819

7.875% 5/22/22 (Reg. S)

1,850,000

2,011,875

PTC International Finance BV yankee 10.75% 7/1/07

125,000

130,000

PTC International Finance II SA:

euro 11.25% 12/1/09

EUR

785,000

873,622

yankee 11.25% 12/1/09

2,260,000

2,395,600

Punch Taverns Finance PLC euro 7.567% 4/15/26

GBP

500,000

919,824

Qwest Capital Funding, Inc.:

5.875% 8/3/04

800,000

688,000

7% 8/3/09

565,000

378,550

7.25% 2/15/11

1,495,000

986,700

7.625% 8/3/21

200,000

117,000

7.75% 8/15/06

635,000

457,200

7.9% 8/15/10

350,000

234,500

R. H. Donnelley Finance Corp. I:

8.875% 12/15/10 (f)

340,000

363,800

10.875% 12/15/12 (f)

530,000

577,700

RWE Finance BV 6.5% 4/20/21

GBP

300,000

505,436

Sealed Air Finance euro 5.625% 7/19/06

EUR

750,000

740,573

SESI LLC 8.875% 5/15/11

30,000

30,600

U.S. Airways pass thru trust certificates 6.85% 7/30/19

1,032,388

825,910

U.S. West Capital Funding, Inc.:

6.25% 7/15/05

1,560,000

1,248,000

6.375% 7/15/08

295,000

188,800

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

U.S. West Capital Funding, Inc.: - continued

6.5% 11/15/18

$ 1,715,000

$ 908,950

6.875% 7/15/28

2,320,000

1,322,400

Vicap SA de CV yankee 11.375% 5/15/07

455,000

418,600

38,296,853

Real Estate - 0.4%

Crescent Real Estate Equities LP/Crescent Finance Co. 9.25% 4/15/09

1,745,000

1,801,713

Senior Housing Properties Trust 8.625% 1/15/12

1,460,000

1,438,100

3,239,813

TOTAL FINANCIALS

52,772,963

HEALTH CARE - 2.4%

Health Care Equipment & Supplies - 0.4%

ALARIS Medical Systems, Inc. 11.625% 12/1/06

1,685,000

1,895,625

Fisher Scientific International, Inc.:

8.125% 5/1/12

1,000,000

1,030,000

9% 2/1/08

90,000

93,825

3,019,450

Health Care Providers & Services - 1.6%

Alderwoods Group, Inc. 11% 1/2/07

1,802,400

1,797,894

AmerisourceBergen Corp.:

7.25% 11/15/12 (f)

835,000

855,875

8.125% 9/1/08

40,000

42,600

Columbia/HCA Healthcare Corp. 7.15% 3/30/04

50,000

51,223

Coventry Health Care, Inc. 8.125% 2/15/12

660,000

689,700

HCA, Inc.:

6.3% 10/1/12

1,580,000

1,587,900

8.75% 9/1/10

1,500,000

1,680,000

PacifiCare Health Systems, Inc. 10.75% 6/1/09

745,000

795,288

Stewart Enterprises, Inc. 10.75% 7/1/08

1,000,000

1,105,000

Tenet Healthcare Corp.:

5% 7/1/07

445,000

404,950

5.375% 11/15/06

115,000

104,650

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

Tenet Healthcare Corp.: - continued

6.375% 12/1/11

$ 250,000

$ 230,000

6.5% 6/1/12

325,000

300,625

Triad Hospitals, Inc. 8.75% 5/1/09

2,415,000

2,584,050

Unilab Corp. 12.75% 10/1/09

160,000

187,200

12,416,955

Pharmaceuticals - 0.4%

aaiPharma, Inc. 11% 4/1/10

1,400,000

1,400,000

Biovail Corp. yankee 7.875% 4/1/10

2,000,000

2,010,000

3,410,000

TOTAL HEALTH CARE

18,846,405

INDUSTRIALS - 3.2%

Aerospace & Defense - 0.5%

Alliant Techsystems, Inc. 8.5% 5/15/11

1,825,000

1,971,000

BE Aerospace, Inc.:

8.875% 5/1/11

1,350,000

985,500

9.5% 11/1/08

85,000

65,450

Transdigm, Inc. 10.375% 12/1/08

705,000

708,525

3,730,475

Airlines - 0.1%

Delta Air Lines, Inc.:

8.3% 12/15/29

775,000

426,250

8.54% 1/2/07

98,866

74,150

500,400

Building Products - 0.1%

American Standard, Inc. 7.375% 2/1/08

500,000

520,000

Commercial Services & Supplies - 1.3%

Allied Waste North America, Inc.:

7.625% 1/1/06

2,110,000

2,110,000

7.875% 1/1/09

355,000

352,338

8.5% 12/1/08

530,000

535,300

8.875% 4/1/08

1,270,000

1,295,400

9.25% 9/1/12 (f)

1,730,000

1,747,300

Browning-Ferris Industries, Inc.:

7.4% 9/15/35

220,000

171,600

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Browning-Ferris Industries, Inc.: - continued

9.25% 5/1/21

$ 250,000

$ 230,000

Iron Mountain, Inc.:

8.25% 7/1/11

620,000

638,600

8.625% 4/1/13

80,000

83,600

JohnsonDiversey, Inc. 9.625% 5/15/12 (f)

1,205,000

1,265,250

Pierce Leahy Command Co. yankee 8.125% 5/15/08

87,000

88,958

World Color Press, Inc.:

7.75% 2/15/09

1,810,000

1,810,000

8.375% 11/15/08

30,000

30,450

10,358,796

Industrial Conglomerates - 0.1%

Tyco International Group SA:

6.125% 11/1/08

40,000

37,400

yankee 6.375% 10/15/11

1,325,000

1,238,875

1,276,275

Machinery - 0.2%

AGCO Corp. 9.5% 5/1/08

1,080,000

1,166,400

Cummins, Inc. 9.5% 12/1/10 (f)

290,000

307,400

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

160,000

163,200

1,637,000

Marine - 0.1%

Transport Maritima Mexicana SA de CV yankee:

9.5% 5/15/03

670,000

515,900

10.25% 11/15/06

330,000

207,900

723,800

Road & Rail - 0.8%

Kansas City Southern Railway Co.:

7.5% 6/15/09

2,145,000

2,252,250

9.5% 10/1/08

60,000

65,850

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Road & Rail - continued

TFM SA de CV yankee:

10.25% 6/15/07

$ 90,000

$ 84,600

11.75% 6/15/09

4,108,000

4,046,380

6,449,080

TOTAL INDUSTRIALS

25,195,826

INFORMATION TECHNOLOGY - 0.7%

Communications Equipment - 0.1%

L-3 Communications Corp. 7.625% 6/15/12

685,000

708,975

Computers & Peripherals - 0.1%

Seagate Technology HDD Holdings 8% 5/15/09 (f)

1,020,000

1,040,400

Electronic Equipment & Instruments - 0.3%

Flextronics International Ltd. yankee 9.875% 7/1/10

1,455,000

1,571,400

Sanmina-SCI Corp. 10.375% 1/15/10 (f)

790,000

797,900

2,369,300

Semiconductor Equipment & Products - 0.2%

Fairchild Semiconductor Corp.:

10.375% 10/1/07

715,000

754,325

10.5% 2/1/09

400,000

434,000

1,188,325

TOTAL INFORMATION TECHNOLOGY

5,307,000

MATERIALS - 4.2%

Chemicals - 0.8%

Compass Minerals Group, Inc. 10% 8/15/11

1,260,000

1,379,700

Foamex LP/Foamex Capital Corp. 10.75% 4/1/09 (f)

1,270,000

889,000

Huntsman International LLC 9.875% 3/1/09

1,115,000

1,142,875

Lyondell Chemical Co.:

9.5% 12/15/08

340,000

309,400

9.5% 12/15/08 (f)

500,000

472,500

9.625% 5/1/07

585,000

557,213

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

MATERIALS - continued

Chemicals - continued

Lyondell Chemical Co.: - continued

9.875% 5/1/07

$ 240,000

$ 230,400

11.125% 7/15/12

1,130,000

1,101,750

6,082,838

Containers & Packaging - 1.8%

BWAY Corp. 10% 10/15/10 (f)

210,000

217,875

Owens-Brockway Glass Container, Inc.:

8.75% 11/15/12 (f)

595,000

602,438

8.75% 11/15/12 (f)

1,000,000

1,012,500

8.875% 2/15/09

4,335,000

4,465,050

Owens-Illinois, Inc.:

7.15% 5/15/05

100,000

96,750

7.35% 5/15/08

10,000

9,250

7.5% 5/15/10

1,495,000

1,379,138

7.85% 5/15/04

170,000

166,175

8.1% 5/15/07

40,000

38,800

Packaging Corp. of America 9.625% 4/1/09

1,905,000

2,057,400

Riverwood International Corp.:

10.625% 8/1/07

1,790,000

1,843,700

10.625% 8/1/07

150,000

155,250

Sealed Air Corp.:

6.95% 5/15/09 (f)

995,000

1,034,800

8.75% 7/1/08 (f)

615,000

682,650

13,761,776

Metals & Mining - 1.1%

Corporacion Nacional del Cobre (Codelco) 6.375% 11/30/12 (f)

500,000

524,079

Freeport-McMoRan Copper & Gold, Inc.:

7.2% 11/15/26

2,070,000

2,018,250

7.5% 11/15/06

60,000

55,200

Luscar Coal Ltd. 9.75% 10/15/11

1,400,000

1,505,000

P&L Coal Holdings Corp.:

8.875% 5/15/08

41,000

43,050

9.625% 5/15/08

1,139,000

1,203,638

Phelps Dodge Corp.:

8.75% 6/1/11

1,760,000

1,821,600

9.5% 6/1/31

1,000,000

1,015,000

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

MATERIALS - continued

Metals & Mining - continued

Salt Holdings Corp., Inc. 0% 12/15/12 (d)(f)

$ 1,300,000

$ 702,000

Steel Dynamics, Inc. 9.5% 3/15/09

125,000

131,250

9,019,067

Paper & Forest Products - 0.5%

Georgia-Pacific Corp.:

7.5% 5/15/06

30,000

28,200

8.125% 5/15/11

615,000

578,100

8.875% 5/15/31

390,000

333,450

Indah Kiat Finance Mauritius Ltd. 10% 7/1/07 (c)

1,435,000

380,275

Norske Skog Canada Ltd. 8.625% 6/15/11

20,000

20,200

Stone Container Corp.:

8.375% 7/1/12

560,000

574,700

9.75% 2/1/11

1,790,000

1,915,300

3,830,225

TOTAL MATERIALS

32,693,906

TELECOMMUNICATION SERVICES - 4.3%

Diversified Telecommunication Services - 1.2%

Diamond Cable Communications PLC yankee 11.75% 12/15/05 (c)

100,000

9,000

NTL Communications Corp.:

0% 10/1/08 (c)(d)

1,770,000

159,300

11.5% 10/1/08 (c)

3,345,000

301,050

11.875% 10/1/10 (c)

3,915,000

352,350

NTL, Inc.:

0% 4/1/08 (c)(d)

365,000

36,500

10% 2/15/07 (c)

905,000

99,550

Pacific Northwest Bell Telephone Co. 4.5% 4/1/03

105,000

97,125

Qwest Corp.:

8.875% 3/15/12 (f)

2,960,000

2,871,200

Rogers Cantel, Inc. yankee 9.375% 6/1/08

290,000

272,600

Telewest Communications PLC yankee:

9.875% 2/1/10 (c)

315,000

56,700

11.25% 11/1/08 (c)

465,000

83,700

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Tritel PCS, Inc. 0% 5/15/09 (d)

$ 1,419,000

$ 1,326,765

U.S. West Communications:

7.2% 11/1/04

895,000

850,250

7.2% 11/10/26

190,000

148,200

7.25% 9/15/25

190,000

151,050

WorldCom, Inc.:

7.5% 5/15/11 (c)

7,630,000

1,754,900

8.25% 5/15/31 (c)

2,190,000

503,700

9,073,940

Wireless Telecommunication Services - 3.1%

American Tower Corp. 9.375% 2/1/09

625,000

493,750

AT&T Wireless Services, Inc. 7.875% 3/1/11

1,015,000

1,020,075

Crown Castle International Corp.:

9.375% 8/1/11

2,185,000

1,791,700

9.5% 8/1/11

110,000

88,550

10.75% 8/1/11

470,000

408,900

Millicom International Cellular SA yankee 13.5% 6/1/06

265,000

127,200

Nextel Communications, Inc.:

0% 2/15/08 (d)

855,000

769,500

9.375% 11/15/09

10,535,000

9,534,175

9.5% 2/1/11

2,980,000

2,682,000

9.75% 10/31/07

800,000

732,000

10.65% 9/15/07

20,000

19,000

12% 11/1/08

90,000

88,200

Orange PLC yankee:

8.75% 6/1/06

965,000

1,042,200

9% 6/1/09

2,495,000

2,619,750

Rogers Wireless, Inc. 9.625% 5/1/11

1,975,000

1,866,375

TeleCorp PCS, Inc.:

0% 4/15/09 (d)

940,000

878,900

10.625% 7/15/10

500,000

542,500

24,704,775

TOTAL TELECOMMUNICATION SERVICES

33,778,715

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - 5.4%

Electric Utilities - 2.8%

CMS Energy Corp.:

7.5% 1/15/09

$ 160,000

$ 136,800

8.375% 7/1/03

620,000

604,500

8.5% 4/15/11

1,250,000

1,087,500

8.9% 7/15/08

215,000

182,750

9.875% 10/15/07

1,835,000

1,669,850

Edison International 6.875% 9/15/04

1,200,000

1,122,000

Illinois Power Co. 11.5% 12/15/10 (f)

780,000

752,700

Korea Electric Power Corp. 4.25% 9/12/07 (f)

400,000

404,250

Nevada Power Co. 10.875% 10/15/09 (f)

355,000

355,000

Oncor Electric Delivery Co. 7% 9/1/22 (f)

2,495,000

2,326,353

Pacific Gas & Electric Co.:

6.25% 8/1/03

500,000

495,000

6.75% 10/1/23

50,000

46,000

7.05% 3/1/24

25,000

23,250

7.583% 10/31/49 (f)(g)

1,425,000

1,360,875

9.625% 11/1/05 (f)

1,040,000

1,019,200

Reliant Energy Resources Corp.:

7.75% 2/15/11

295,000

247,800

8.125% 7/15/05

2,535,000

2,336,223

Sierra Pacific Power Co. 8% 6/1/08

860,000

808,400

Southern California Edison Co.:

7.125% 7/15/25

60,000

55,650

7.25% 3/1/26

175,000

162,313

7.625% 1/15/10

1,215,000

1,142,100

8.95% 11/3/03

1,245,000

1,232,550

TECO Energy, Inc. 10.5% 12/1/07 (f)

970,000

950,600

Tenaga Nasional BHD:

7.5% 11/1/25 (Reg. S)

300,000

285,533

7.625% 4/1/11 (Reg. S)

550,000

603,281

Texas Utilities Co. 6.375% 1/1/08

760,000

680,200

TXU Corp. 6.375% 6/15/06

2,275,000

2,081,625

22,172,303

Gas Utilities - 1.1%

CMS Panhandle Holding Co. 6.5% 7/15/09

630,000

604,800

El Paso Energy Corp.:

6.75% 5/15/09

600,000

414,000

7.375% 12/15/12

35,000

23,450

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Gas Utilities - continued

El Paso Energy Corp.: - continued

8.05% 10/15/30

$ 170,000

$ 105,400

Noram Energy Corp. 6.5% 2/1/08

295,000

247,800

Northwest Pipeline Corp. 6.625% 12/1/07

305,000

283,650

Panhandle Eastern Pipe Line Co.:

7.2% 8/15/24

85,000

76,500

8.25% 4/1/10

260,000

250,900

Southern Natural Gas Co.:

7.35% 2/15/31

2,460,000

2,054,100

8% 3/1/32

35,000

30,625

Tennessee Gas Pipeline Co.:

7% 10/15/28

130,000

100,100

7.5% 4/1/17

60,000

50,100

8.375% 6/15/32

180,000

156,600

Transcontinental Gas Pipe Line:

6.125% 1/15/05

1,410,000

1,311,300

6.25% 1/15/08

1,140,000

1,014,600

7% 8/15/11

300,000

273,000

8.875% 7/15/12 (f)

1,400,000

1,400,000

Williams Holdings of Delaware, Inc. 6.25% 2/1/06

180,000

125,100

8,522,025

Multi-Utilities & Unregulated Power - 1.5%

AES Corp.:

8.75% 6/15/08

550,000

324,500

8.875% 2/15/11

140,000

81,200

9.5% 6/1/09

285,000

171,000

El Paso Corp.:

7% 5/15/11

845,000

574,600

7.875% 6/15/12 (f)

1,515,000

1,060,500

Western Resources, Inc.:

6.875% 8/1/04

470,000

432,400

7.875% 5/1/07

1,835,000

1,862,525

9.75% 5/1/07

2,675,000

2,461,000

Williams Companies, Inc.:

6.625% 11/15/04

640,000

476,800

6.75% 1/15/06

775,000

538,625

7.125% 9/1/11

2,430,000

1,591,650

Corporate Bonds - continued

Principal
Amount (i)

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Multi-Utilities & Unregulated Power - continued

Williams Companies, Inc.: - continued

7.625% 7/15/19

$ 420,000

$ 264,600

8.125% 3/15/12 (f)

795,000

540,600

9.25% 3/15/04

1,100,000

869,000

11,249,000

TOTAL UTILITIES

41,943,328

TOTAL NONCONVERTIBLE BONDS

363,513,197

TOTAL CORPORATE BONDS

(Cost $371,063,765)

374,361,810

U.S. Government and Government Agency Obligations - 18.7%

U.S. Government Agency Obligations - 2.7%

Fannie Mae:

1.75% 3/26/08

JPY

170,000,000

1,535,335

4.75% 1/2/07

85,000

90,165

5% 5/14/07

10,900,000

11,412,649

6.25% 2/1/11

35,000

39,168

Freddie Mac:

2.875% 9/26/05

3,000,000

3,021,591

5.25% 1/15/06

1,000,000

1,111,098

6% 5/25/12

4,000,000

4,177,216

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

21,387,222

U.S. Treasury Obligations - 16.0%

U.S. Treasury Bonds:

8.875% 8/15/17

5,300,000

7,746,072

9% 11/15/18

6,645,000

9,893,262

11.25% 2/15/15

2,470,000

4,113,419

U.S. Treasury Notes:

3% 1/31/04

12,480,000

12,712,053

3.5% 11/15/06

9,300,000

9,677,813

4.75% 11/15/08

19,870,000

21,689,337

5% 8/15/11

40,350,000

44,246,265

U.S. Government and Government Agency Obligations - continued

Principal
Amount (i)

Value
(Note 1)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

5.75% 11/15/05

$ 3,145,000

$ 3,476,577

6.75% 5/15/05

9,900,000

11,037,342

TOTAL U.S. TREASURY OBLIGATIONS

124,592,140

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $140,263,761)

145,979,362

U.S. Government Agency - Mortgage Securities - 2.2%

Fannie Mae - 2.2%

5.5% 1/1/33 (j)

11,600,000

11,839,250

6% 1/1/33 (j)

5,000,000

5,171,875

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $16,866,579)

17,011,125

Foreign Government and Government Agency Obligations - 21.6%

Argentinian Republic:

Brady par L-GP 6% 3/31/23 (c)

1,545,000

710,700

BOCON 4/1/07 January 2002 coupon (c) (k)

200,000

0

BOCON 4/1/07 February 2002 coupon (c) (k)

200,000

0

BOCON 4/1/07 March 2002 coupon (c) (k)

200,000

0

Banco Central del Uruguay:

Brady:

par A 6.75% 2/19/21

500,000

337,500

par B 6.75% 3/21/21

750,000

506,250

value recovery A rights 1/2/21 (h)

500,000

5

value recovery B rights 1/2/21 (h)

750,000

8

Bangko Sentral Pilipinas 8.6% 6/15/27

115,000

90,275

Belgian Kingdom 5% 9/28/12

EUR

5,000,000

5,528,773

Bogota Distrito Capital:

9.5% 12/12/06 (f)

480,000

470,400

9.5% 12/12/06 (Reg. S)

790,000

774,200

Foreign Government and Government Agency Obligations - continued

Principal
Amount (i)

Value
(Note 1)

Brazilian Federative Republic:

Brady:

capitalization bond 8% 4/15/14

$ 4,962,583

$ 3,287,711

debt conversion bond 2.625% 4/15/12 (g)

3,200,000

1,760,000

8.875% 4/15/24

2,945,000

1,605,025

11% 1/11/12

450,000

301,500

11% 8/17/40

4,545,000

2,851,988

12% 4/15/10

485,000

352,838

12.25% 3/6/30

250,000

171,250

12.75% 1/15/20

2,505,000

1,778,550

14.5% 10/15/09

865,000

713,625

Bulgarian Republic:

7.5% 1/15/13 (Reg. S)

EUR

325,000

359,131

8.25% 1/15/15 (f)

600,000

655,500

8.25% 1/15/15 (Reg. S)

535,000

584,488

Canadian Government:

1.9% 3/23/09

JPY

80,000,000

736,886

3.5% 6/1/04

CAD

5,120,000

3,281,320

4.5% 9/1/07

CAD

3,600,000

2,341,088

5.5% 6/1/09

CAD

5,500,000

3,715,290

6.5% 6/1/04

CAD

3,900,000

2,601,240

9% 6/1/25

CAD

7,245,000

6,752,231

Central Bank of Nigeria:

Brady 6.25% 11/15/20

2,250,000

1,507,500

warrants 11/15/20 (a)(h)

2,000

0

Chilean Republic 6.875% 4/28/09

800,000

874,376

Colombian Republic:

10.5% 7/9/10

1,870,000

1,944,800

10.75% 1/15/13

1,000,000

1,037,500

11.375% 1/31/08

EUR

1,115,000

1,194,051

11.75% 2/25/20

1,550,000

1,658,500

Dominican Republic 9.5% 9/27/06 (Reg. S)

205,000

218,325

Ecuador Republic:

6% 8/15/30 (e)(f)

309,000

125,918

6% 8/15/30 (Reg. S) (e)

1,110,000

452,325

El Salvador Republic 8.5% 7/25/11 (Reg. S)

350,000

373,625

Finnish Government 5.375% 7/4/13

EUR

2,500,000

2,863,602

French Government OAT 5.25% 4/25/08

EUR

5,000,000

5,666,888

German Federal Republic:

3.25% 2/17/04

EUR

1,950,000

2,062,046

3.75% 1/4/09

EUR

8,630,000

9,102,316

4.125% 7/4/08

EUR

500,000

538,746

Foreign Government and Government Agency Obligations - continued

Principal
Amount (i)

Value
(Note 1)

German Federal Republic: - continued

4.25% 2/18/05

EUR

500,000

$ 541,066

5% 8/19/05

EUR

1,500,000

1,656,522

5% 2/17/06

EUR

2,120,000

2,352,858

5% 1/4/12

EUR

7,300,000

8,149,418

5.25% 1/4/11

EUR

11,700,000

13,292,332

Italian Republic 3.75% 6/8/05

JPY

170,000,000

1,558,011

Ivory Coast:

Brady FLIRB A 2% 3/29/18 (c)(e)

FRF

3,740,000

73,337

FLIRB 2% 3/30/18 (Reg. S) (c)(g)

505,000

63,125

Japan Government 2% 6/20/22

JPY

150,000,000

1,367,277

Malaysian Government 7.5% 7/15/11

1,125,000

1,301,484

Ontario Province 9% 9/15/04

CAD

1,650,000

1,150,676

Panamanian Republic:

Brady par 4.75% 7/17/26 (e)

250,000

181,250

8.25% 4/22/08

100,000

103,750

9.625% 2/8/11

1,000,000

1,097,500

10.75% 5/15/20

675,000

756,000

Peruvian Republic:

9.125% 1/15/08

650,000

663,000

9.125% 2/21/12

499,000

485,278

Philippine Long Distance Telephone Co. 10.625% 5/15/07

445,000

427,200

Philippine Republic:

6.5% 12/1/17

1,580,000

1,453,600

9.875% 1/15/19

670,000

661,625

10.625% 3/16/25

690,000

708,975

Polish Government Brady past due interest 7% 10/27/14

1,162,765

1,182,532

Russian Federation:

5% 3/31/30 (e)(f)

1,586,875

1,259,582

5% 3/31/30 (Reg. S) (e)

8,023,000

6,368,256

8.75% 7/24/05 (Reg. S)

375,000

406,406

11% 7/24/18 (Reg. S)

2,014,000

2,411,765

12.75% 6/24/28 (Reg. S)

1,890,000

2,504,250

Russian Federation Ministry of Finance:

Series V, 3% 5/14/08

1,225,000

970,813

Series VI, 3% 5/14/06

2,650,000

2,341,938

South African Republic:

7.375% 4/25/12

600,000

649,500

9.125% 5/19/09

375,000

447,188

yankee 8.5% 6/23/17

1,150,000

1,302,375

Foreign Government and Government Agency Obligations - continued

Principal
Amount (i)

Value
(Note 1)

Spanish Kingdom 6% 1/31/29

EUR

500,000

$ 608,942

Turkish Republic:

10.5% 1/13/08

380,000

394,250

11.5% 1/23/12

475,000

490,438

11.75% 6/15/10

691,000

729,005

11.875% 1/15/30

850,000

888,250

12.375% 6/15/09

1,125,000

1,223,438

Ukraine Government 11% 3/15/07 (Reg. S)

3,154,200

3,248,826

United Kingdom, Great Britain & Northern Ireland:

6% 12/7/28

GBP

450,000

894,895

6.25% 11/25/10

GBP

5,090,000

9,237,535

6.5% 12/7/03

GBP

1,000,000

1,652,139

7.5% 12/7/06

GBP

1,310,000

2,368,999

8% 6/7/21

GBP

370,000

856,499

8.75% 8/25/17

GBP

910,000

2,132,179

United Mexican States:

Brady:

par A 6.25% 12/31/19

900,000

887,625

par B 6.25% 12/31/19

3,050,000

3,008,063

value recovery:

rights 6/30/04 (h)

3,800,000

13,300

rights 6/30/05 (h)

3,800,000

1,900

rights 6/30/06 (h)

3,800,000

1,900

rights 6/30/07 (h)

3,800,000

1,900

8.125% 12/30/19

1,090,000

1,152,675

8.3% 8/15/31

910,000

960,050

8.375% 1/14/11

505,000

571,281

9.875% 2/1/10

700,000

850,500

10.375% 2/17/09

1,135,000

1,398,888

11.375% 9/15/16

1,143,000

1,528,763

Venezuelan Republic:

oil recovery rights 4/15/20 (h)

1,250

0

6.66% 3/31/20

DEM

1,250,000

496,591

11% 3/5/08

EUR

975,000

795,890

11.125% 7/25/11

EUR

2,325,000

1,824,661

13.625% 8/15/18

535,000

468,125

Foreign Government and Government Agency Obligations - continued

Principal
Amount (i)

Value
(Note 1)

Venezuelan Republic: - continued

euro Brady par W-A 6.75% 3/31/20

$ 500,000

$ 398,750

warrants 4/18/20 (a)(h)

1,666

0

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $156,163,325)

168,863,436

Supranational Obligations - 1.4%

European Investment Bank euro 6% 12/7/28

GBP

620,000

1,175,538

International Bank for Reconstruction & Development:

2% 2/18/08

JPY

470,000,000

4,301,507

4.75% 12/20/04

JPY

330,000,000

3,035,317

euro 4.5% 3/20/03

JPY

250,000,000

2,126,898

TOTAL SUPRANATIONAL OBLIGATIONS

(Cost $9,854,831)

10,639,260

Common Stocks - 0.0%

Shares

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

NTL, Inc. warrants 10/14/08 (a)
(Cost $737)

56

1

Preferred Stocks - 0.4%

Convertible Preferred Stocks - 0.0%

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Earthwatch, Inc. Series C, $0.2975 pay-in-kind (f)

94

71

Nonconvertible Preferred Stocks - 0.4%

HEALTH CARE - 0.4%

Health Care Providers & Services - 0.4%

Fresenius Medical Care Capital Trust II $78.75

3,040

3,029,740

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Broadwing Communications, Inc. Series B, $125.00 pay-in-kind

2,920

$ 262,800

Wireless Telecommunication Services - 0.0%

Crown Castle International Corp. $127.50 pay-in-kind

1

690

Nextel Communications, Inc. Series E, $111.25 pay-in-kind

226

198,880

199,570

TOTAL TELECOMMUNICATION SERVICES

462,370

TOTAL NONCONVERTIBLE PREFERRED STOCKS

3,492,110

TOTAL PREFERRED STOCKS

(Cost $5,064,195)

3,492,181

Floating Rate Loans - 0.7%

Principal
Amount (i)

FINANCIALS - 0.3%

Diversified Financials - 0.3%

Charter Communication Operating LLC Tranche B term loan 4.58% 3/18/08 (g)

$ 992,500

823,775

Olympus Cable Holdings LLC Tranche B term loan 6.25% 9/30/10 (g)

1,575,000

1,275,750

2,099,525

UTILITIES - 0.4%

Electric Utilities - 0.4%

Centerpoint Energy House Elec. LLC term loan 12.75% 11/11/05 (g)

2,050,000

2,173,000

Consumers Energy Co. term loan 6.3204% 7/11/04 (g)

500,000

495,000

Sierra Pacific Power Co. term loan 10.5% 10/31/05 (g)

600,000

595,500

3,263,500

TOTAL FLOATING RATE LOANS

(Cost $5,442,570)

5,363,025

Sovereign Loan Participations - 0.1%

Principal
Amount (i)

Value
(Note 1)

Algerian Republic loan participation:

Series 1 - Credit Suisse First Boston 2.625% 9/4/06 (g)

$ 341,667

$ 321,167

Series 1 - Merrill Lynch, Pierce, Fenner & Smith, Inc. 2.625% 9/4/06 (g)

153,893

144,659

Series 1 - Salomon Brothers 2.625% 9/4/06 (g)

24,000

22,560

Series 3 - Credit Suisse First Boston 2.625% 3/4/10 (g)

220,588

199,632

Series 3 - Deutsche Bank 2.625% 3/4/10 (g)

17,647

15,971

Series 3 - JPMorgan Chase 2.625% 3/4/10 (g)

132,353

119,779

Series 3 - Merrill Lynch, Pierce, Fenner & Smith, Inc. 2.625% 3/4/10 (g)

29,417

26,622

Series 3 - Salomon Brothers 2.625% 3/4/10 (g)

187,500

169,688

Moroccan Kingdom loan participation Series A - Merrill Lynch, Pierce, Fenner & Smith, Inc. 2.5625% 1/1/09 (g)

230,769

208,846

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $1,217,279)

1,228,924

Money Market Funds - 9.6%

Shares

Fidelity Cash Central Fund, 1.43% (b)
(Cost $75,238,768)

75,238,768

75,238,768

TOTAL INVESTMENT PORTFOLIO - 102.6%

(Cost $781,175,810)

802,177,892

NET OTHER ASSETS - (2.6)%

(20,550,621)

NET ASSETS - 100%

$ 781,627,271

Security Type Abbreviations

FLIRB

-

Front Loaded Interest Reduction Bonds

Currency Abbreviations

CAD

-

Canadian dollar

DEM

-

German deutsche mark

EUR

-

European Monetary Unit

FRF

-

French franc

GBP

-

British pound

JPY

-

Japanese yen

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Non-income producing - issuer filed for bankruptcy or is in default of interest payments.

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

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

(f) Security 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 period end, the value of these securities amounted to $42,545,999 or 5.4% of net assets.

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

(h) Quantity represents share amount.

(i) Principal amount is stated in United States dollars unless otherwise noted.

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

(k) Represents right to receive interest payment on underlying security. Principal shown is original face of underlying security.

Other Information

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

United States of America

66.5%

Germany

5.8

Canada

4.4

Mexico

3.3

United Kingdom

3.2

Russia

2.3

Brazil

1.6

Multi-National

1.4

Others (individually less than 1%)

11.5

100.0%

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $6,591,949 or 0.8% of net assets.

Purchases and sales of securities, other than short-term securities, aggregated $1,005,652,692 and $540,790,018, respectively, of which long-term U.S. government and government agency obligations aggregated $282,639,707 and $261,538,767, respectively.

Income Tax Information

At December 31, 2002, the fund had a capital loss carryforward of approximately $13,130,000 of which $1,238,000, $417,000, $1,412,000, $1,556,000 and $8,507,000 will expire on December 31, 2006, 2007, 2008, 2009 and 2010, respectively. Of the capital loss carryforward expiring on December 31, 2006, 2007, 2008 and 2009, $1,169,000, $152,000, $437,000 and $745,000, respectively, was acquired in the merger and is available to offset future capital gains of the fund to the extent provided by regulations.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

December 31, 2002

Assets

Investment in securities, at value (cost $781,175,810) - See accompanying schedule

$ 802,177,892

Cash

424,465

Receivable for investments sold

107,165

Receivable for fund shares sold

5,889,400

Interest receivable

14,274,221

Total assets

822,873,143

Liabilities

Payable for investments purchased
Regular delivery

$ 21,807,783

Delayed delivery

16,900,450

Payable for fund shares redeemed

1,326,205

Distributions payable

665,103

Accrued management fee

341,974

Other payables and accrued expenses

204,357

Total liabilities

41,245,872

Net Assets

$ 781,627,271

Net Assets consist of:

Paid in capital

$ 773,180,027

Undistributed net investment income

2,558,565

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

(15,060,278)

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

20,948,957

Net Assets, for 83,128,613 shares outstanding

$ 781,627,271

Net Asset Value, offering price and redemption price per share ($781,627,271 ÷ 83,128,613 shares)

$ 9.40

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

Annual Report

Financial Statements - continued

Statement of Operations

Year ended December 31, 2002

Investment Income

Dividends

$ 419,947

Interest

35,760,373

Total income

36,180,320

Expenses

Management fee

$ 2,881,093

Transfer agent fees

699,949

Accounting fees and expenses

293,509

Non-interested trustees' compensation

1,648

Custodian fees and expenses

86,370

Registration fees

119,789

Audit

46,313

Legal

6,365

Miscellaneous

53,862

Total expenses before reductions

4,188,898

Expense reductions

(7,760)

4,181,138

Net investment income (loss)

31,999,182

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(7,341,481)

Foreign currency transactions

254,572

Total net realized gain (loss)

(7,086,909)

Change in net unrealized appreciation (depreciation) on:

Investment securities

24,144,025

Assets and liabilities in foreign currencies

(42,773)

Total change in net unrealized appreciation (depreciation)

24,101,252

Net gain (loss)

17,014,343

Net increase (decrease) in net assets resulting from operations

$ 49,013,525

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

Annual Report

Statement of Changes in Net Assets

Year ended
December 31,
2002

Year ended
December 31,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 31,999,182

$ 6,230,807

Net realized gain (loss)

(7,086,909)

(1,322,098)

Change in net unrealized appreciation (depreciation)

24,101,252

(596,876)

Net increase (decrease) in net assets resulting
from operations

49,013,525

4,311,833

Distributions to shareholders from net investment income

(32,472,794)

(5,594,493)

Share transactions
Net proceeds from sales of shares

774,999,175

197,551,200

Net asset value of shares issued in exchange for the net assets of Fidelity International Bond Fund (note 8)

63,714,729

-

Reinvestment of distributions

29,628,182

4,634,079

Cost of shares redeemed

(267,725,377)

(99,674,607)

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

600,616,709

102,510,672

Total increase (decrease) in net assets

617,157,440

101,228,012

Net Assets

Beginning of period

164,469,831

63,241,819

End of period (including undistributed net investment income of $2,558,565 and undistributed net investment income of $635,373, respectively)

$ 781,627,271

$ 164,469,831

Other Information

Shares

Sold

84,653,814

21,389,894

Issued in exchange for the shares of Fidelity International Bond Fund (note 8)

6,925,514

-

Issued in reinvestment of distributions

3,238,610

502,785

Redeemed

(29,661,100)

(10,848,327)

Net increase (decrease)

65,156,838

11,044,352

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

Annual Report

Financial Highlights

Years ended December 31,

2002

2001

2000

1999

1998 E

Selected Per-Share Data

Net asset value,
beginning of period

$ 9.15

$ 9.13

$ 9.44

$ 9.52

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.582

.626H

.729

.709

.469

Net realized and
unrealized gain (loss)

.243

(.041) H

(.363)

(.125)

(.466)

Total from investment operations

.825

.585

.366

.584

.003

Distributions from net
investment income

(.575)

(.565)

(.676)

(.664)

(.483)

Net asset value, end of period

$ 9.40

$ 9.15

$ 9.13

$ 9.44

$ 9.52

Total Return B, C

9.38%

6.52%

4.07%

6.35%

.13%

Ratios to Average Net Assets F

Expenses before
expense reductions

.84%

.94%

.99%

1.20%

1.64% A

Expenses net of
voluntary waivers, if any

.84%

.94%

.99%

1.10%

1.10% A

Expenses net of all reductions

.84%

.94%

.99%

1.10%

1.09% A

Net investment income (loss)

6.42%

6.83% H

7.94%

7.55%

7.40% A

Supplemental Data

Net assets,
end of period (000 omitted)

$ 781,627

$ 164,470

$ 63,242

$ 41,417

$ 24,261

Portfolio turnover rate

117% G

178%

100%

134%

97% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period May 1, 1998 (commencement of operations) to December 31, 1998.

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

G The portfolio turnover rate does not include the assets acquired in the merger.

H Effective January 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. Per share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2002

1. Significant Accounting Policies.

Fidelity Strategic Income Fund (the fund) is a fund of Fidelity School Street Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and electronic data processing techniques. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If an event that is expected to materially affect the value of a security occurs after the close of an exchange or market on which that security trades, but prior to the NAV calculation, then that security will be fair valued taking the event into account. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Foreign Currency - continued

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

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures, under the general supervision of the Board of Trustees. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

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. As a result, no provision for income taxes is required. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent and temporary book and tax differences. These adjustments have no impact on net assets or the results

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

of operations. Temporary differences will reverse in a subsequent period. These differences are primarily due to foreign currency transactions, prior period premium and discount on debt securities, market discount, non-taxable dividends, capital loss carryforwards, expiring capital loss carryforwards, and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 34,858,042

|

Unrealized depreciation

(13,661,507)

Net unrealized appreciation (depreciation)

21,196,535

Undistributed ordinary income

380,325

Capital loss carryforward

(13,129,612)

Total Distributable earnings

$ 8,447,248

Cost for federal income tax purposes

$ 780,981,357

The tax character of distributions paid during the current and prior year was as follows:

Ordinary Income

$ 32,472,794

$ 5,594,493

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations, corporate obligations and mortgage loan obligations which may be below investment-grade quality, and equity securities. The custodian bank receives the collateral, which is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell 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. During the time a delayed delivery sell is outstanding, the contract is marked to market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

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, or if the issuer does not issue the securities due to political, economic, or other factors.

Options. The fund may use options to manage its exposure to the bond market and to fluctuations in interest rates. Writing puts and buying calls tend to increase the fund's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the fund's exposure to the underlying instrument, or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contracts, or if the counterparties do not perform under the contracts' terms. Gains and losses are realized upon the expiration or closing of the options. Realized gains (losses) on purchased options are included in realized gains (losses) on investment securities.

Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price. Options traded over-the-counter are valued using dealer-supplied valuations.

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 under the captions "Legend" and/or "Other Information" at the end of the fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. Information regarding loans and other direct debt instruments is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Annual Report

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the fund's average net assets and a group fee rate that averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .58% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .14% of average net assets.

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $655,896 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 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. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

6. 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 $7,760.

7. Credit Risk.

The fund's relatively large investment in countries with limited or developing capital markets may involve greater risks than investments in more developed markets and the prices of such investments may be volatile. The yields of emerging market debt obligations reflect, among other things, perceived credit risk. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of the fund's investments and the income they generate, as well as the fund's ability to repatriate such amounts.

8. Merger Information.

On January 17, 2002, the fund acquired all of the assets and assumed all of the liabilities of Fidelity International Bond Fund. The acquisition, which was approved by the shareholders of International Bond Fund on December 19, 2001, was accomplished by an exchange of 6,925,514 shares of the fund for the 8,004,363 shares then outstanding (each valued at $7.96) of Fidelity International Bond Fund. Based on the opinion of fund counsel, the reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the funds or their shareholders. Fidelity International Bond Fund's net assets, including $1,639,826 of unrealized depreciation, were combined with the fund for total net assets after the acquisition of $242,804,361.

Annual Report

Report of Independent Accountants

To the Trustees of Fidelity School Street Trust and the Shareholders of Fidelity Strategic Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Strategic Income Fund (a fund of Fidelity School Street Trust) at December 31, 2002 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of Fidelity Strategic Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2002 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 11, 2003

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 270 funds advised by FMR or an affiliate. Mr. McCoy oversees 272 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544..

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (72)**

Year of Election or Appointment: 1976

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (41)**

Year of Election or Appointment: 2001

Senior Vice President of Strategic Income (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Peter S. Lynch (59)

Year of Election or Appointment: 1990

Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

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

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

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

Name, Age; Principal Occupation

J. Michael Cook (60)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), Rockwell Automation International (2000), The Dow Chemical Company (2000), and HCA - The Healthcare Company (1999). He is a Member of the Advisory Board of the Securities Regulation Institute and of the Directorship Group, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Panel to the Comptroller General of the United States. He also serves as a member of the Board of Overseers of the Columbia Business School and a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.

Ralph F. Cox (70)

Year of Election or Appointment: 1991

Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

Phyllis Burke Davis (71)

Year of Election or Appointment: 1992

Mrs. Davis is retired from Avon Products, Inc. (consumer products) where she held various positions including Senior Vice President of Corporate Affairs and Group Vice President of U.S. product marketing, sales, distribution, and manufacturing. Mrs. Davis is a member of the Toshiba International Advisory Group of Toshiba Corporation (2001) and a member of the Board of Directors of the Southampton Hospital in Southampton, N.Y. (1998). Previously, she served as a Director of BellSouth Corporation (telecommunications), Eaton Corporation (diversified industrial), the TJX Companies, Inc. (retail stores), Hallmark Cards, Inc., and Nabisco Brands, Inc.

Robert M. Gates (59)

Year of Election or Appointment: 1997

Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of Charles Stark Draper Laboratory (non-profit), NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

Donald J. Kirk (70)

Year of Election or Appointment: 1987

Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

Marie L. Knowles (56)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (58)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and Chief Executive Officer (1999) and as a Director (1998) of Acterna Corporation (communications test equipment). He is also Co-Chairman and C.E.O. of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (diversified industrial, 1997), Axcelis Technologies (semiconductors, 2000), and the Philharmonic Center for the Arts in Naples, Florida (1999). He also serves on the Board of Trustees of Fairfield University and is a member of the Council on Foreign Relations.

Name, Age; Principal Occupation

Marvin L. Mann (69)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Board member of Imation Corp. (imaging and information storage, 1997) and Acterna Corporation (communications test equipment, 1999). He is also a member of the Director Services Committee of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (69)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), Progress Energy, Inc. (electric utility), and Acterna Corporation (communications test equipment, 1999). He is also a partner of Franklin Street Partners (private investment management firm, 1997) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

William S. Stavropoulos (63)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman of the Board and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions, 1997), BellSouth Corporation (telecommunications, 1997), Chemical Financial Corporation, Computer Associates International Inc. (integrated computer software products, 2002), and Maersk Inc. (industrial conglomerate, 2002).He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research and Fordham University. In addition, Mr. Stavropoulos is a member of the American Chemical Society, The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

Executive Officers:

Correspondence intended for each executive officer may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Bart A. Grenier (43)

Year of Election or Appointment: 2001

Vice President of Strategic Income. Mr. Grenier also serves as Vice President of certain Equity Funds (2001), a position he previously held from 1999 to 2000, and Vice President of certain High Income Funds (2002). He is Senior Vice President of FMR (1999) and FMR Co., Inc. (2001), and President and Director of Strategic Advisers, Inc. (2002). He also heads Fidelity's Asset Allocation Group (2000), Fidelity's Growth and Income Group (2001), Fidelity's Value Group (2001), and Fidelity's High Income Division (2001). Previously, Mr. Grenier served as President of Fidelity Ventures (2000), Vice President of certain High Income Funds (1997-2000), High Income Division Head (1997-2000), Group Leader of the Income-Growth and Asset Allocation-Income Groups (1996-2000), and Assistant Equity Division Head (1997-2000).

Eric D. Roiter (54)

Year of Election or Appointment: 1998

Secretary of Strategic Income. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter was an Adjunct Member, Faculty of Law, at Columbia University Law School (1996-1997).

Maria F. Dwyer (44)

Year of Election or Appointment: 2002

President and Treasurer of Strategic Income. Ms. Dwyer also serves as President and Treasurer of other Fidelity funds (2002) and is a Vice President (1999) and an employee (1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS Investment Management.

Timothy F. Hayes (52)

Year of Election or Appointment: 2002

Chief Financial Officer of Strategic Income. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). In 2001, Mr. Hayes was appointed President of Fidelity Investments Operations Group (FIOG), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).

John H. Costello (56)

Year of Election or Appointment: 1998

Assistant Treasurer of Strategic Income. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Name, Age; Principal Occupation

Francis V. Knox, Jr. (55)

Year of Election or Appointment: 2002

Assistant Treasurer of Strategic Income. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).

Mark Osterheld (47)

Year of Election or Appointment: 2002

Assistant Treasurer of Strategic Income. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Thomas J. Simpson (44)

Year of Election or Appointment: 1998

Assistant Treasurer of Strategic Income. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on September 18, 2002. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes

% of
Votes

Affirmative

1,288,195,689.40

87.130

Against

59,837,700.18

4.047

Abstain

66,870,615.36

4.523

Broker
Non-Votes

63,578,790.11

4.300

TOTAL

1,478,482,795.05

100.00

PROPOSAL 2

To authorize the Trustees to increase the maximum number of Trustees.*

# of
Votes

% of
Votes

Affirmative

1,265,038,842.24

85.563

Against

153,176,235.98

10.361

Abstain

60,267,716.83

4.076

TOTAL

1,478,482,795.05

100.00

PROPOSAL 3

To authorize the Trustees to clarify the scope of the Trustees' authority regarding mergers, consolidations, incorporations and reorganizations.*

# of
Votes

% of
Votes

Affirmative

1,278,011,067.16

86.441

Against

74,209,385.21

5.019

Abstain

62,683,552.57

4.240

Broker
Non-Votes

63,578,790.11

4.300

TOTAL

1,478,482,795.05

100.00

PROPOSAL 4

To authorize the Trustees to enter into management contracts on behalf of a new fund.*

# of
Votes

% of
Votes

Affirmative

1,245,890,930.80

84.268

Against

98,700,857.54

6.676

Abstain

70,312,216.60

4.756

Broker
Non-Votes

63,578,790.11

4.300

TOTAL

1,478,482,795.05

100.00

PROPOSAL 5

To elect the thirteen nominees specified below as Trustees.*

# of
Votes

% of
Votes

J. Michael Cook

Affirmative

1,411,053,067.59

95.439

Withheld

67,429,727.46

4.561

TOTAL

1,478,482,795.05

100.00

Ralph F. Cox

Affirmative

1,410,166,404.98

95.379

Withheld

68,316,390.07

4.621

TOTAL

1,478,482,795.05

100.00

Phyllis Burke Davis

Affirmative

1,408,464,277.11

95.264

Withheld

70,018,517.94

4.736

TOTAL

1,478,482,795.05

100.00

Robert M. Gates

Affirmative

1,411,161,494.77

95.447

Withheld

67,321,300.28

4.553

TOTAL

1,478,482,795.05

100.00

* Denotes trust-wide proposals and voting results.

# of
Votes

% of
Votes

Abigail P. Johnson

Affirmative

1,406,102,760.86

95.104

Withheld

72,380,034.19

4.896

TOTAL

1,478,482,795.05

100.00

Edward C. Johnson 3d

Affirmative

1,407,689,158.72

95.212

Withheld

70,793,636.33

4.788

TOTAL

1,478,482,795.05

100.00

Donald J. Kirk

Affirmative

1,411,739,690.64

95.486

Withheld

66,743,104.41

4.514

TOTAL

1,478,482,795.05

100.00

Marie L. Knowles

Affirmative

1,412,764,570.79

95.555

Withheld

65,718,224.26

4.445

TOTAL

1,478,482,795.05

100.00

Ned C. Lautenbach

Affirmative

1,412,976,011.53

95.569

Withheld

65,506,783.52

4.431

TOTAL

1,478,482,795.05

100.00

Peter S. Lynch

Affirmative

1,411,348,873.56

95.459

Withheld

67,133,921.49

4.541

TOTAL

1,478,482,795.05

100.00

Marvin L. Mann

Affirmative

1,411,908,593.93

95.497

Withheld

66,574,201.12

4.503

TOTAL

1,478,482,795.05

100.00

William O. McCoy

Affirmative

1,411,926,873.54

95.498

Withheld

66,555,921.51

4.502

TOTAL

1,478,482,795.05

100.00

William S. Stavropoulos

Affirmative

1,404,489,525.50

94.995

Withheld

73,993,269.55

5.005

TOTAL

1,478,482,795.05

100.00

PROPOSAL 7

To amend the fund's fundamental investment limitation concerning underwriting.

# of
Votes

% of
Votes

Affirmative

260,084,233.22

89.608

Against

13,551,360.96

4.669

Abstain

14,470,808.53

4.986

Broker
Non-Votes

2,139,524.35

0.737

Total

290,245,927.06

100.00

PROPOSAL 8

To amend the fund's fundamental investment limitation concerning lending.

# of
Votes

% of
Votes

Affirmative

259,384,528.85

89.367

Against

14,016,954.63

4.829

Abstain

14,704,919.23

5.067

Broker
Non-Votes

2,139,524.35

0.737

TOTAL

290,245,927.06

100.00

Annual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Write Fidelity

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

(letter_graphic)Making Changes
To Your Account

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

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

(letter_graphic)For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
2300 Litton Lane - KH2B
Hebron, KY 41048

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Distribution Services
2300 Litton Lane - KH2GC
Hebron, KY 41048-9397

General Correspondence

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

(letter_graphic)For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Distribution Services
2300 Litton Lane - KH2GC
Hebron, KY 41048-9397

General Correspondence

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Annual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Annual Report

Investment Adviser

Fidelity Management & Research Company Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International
Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Investments Japan Limited

Fidelity Investments Money Management Investments, Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

Fidelity's Taxable Bond Funds

Capital & Income

Floating Rate High Income

Ginnie Mae

Government Income

High Income

Inflation-Protected Bond

Intermediate Bond

Intermediate Government Income

Investment Grade Bond

New Markets Income

Short-Term Bond

Spartan® Government Income

Spartan Investment Grade Bond

Strategic Income

Target Timeline® 2003

Total Bond

Ultra-Bond Bond

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

FSN-ANN-0203 337830
1.714732.104

Spartan®

Intermediate Municipal Income
Fund

Annual Report

December 31, 2002

(2_fidelity_logos)

(Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

The managers' review of fund performance, strategy and outlook.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Accountants

<Click Here>

The auditors' opinion.

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Proxy Voting Results

<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.

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

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.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)
Dear Shareholder:

U.S. Treasuries proved to be one of the best-performing investments of 2002, gaining nearly 12% for the year according to the Lehman Brothers® Treasury Index. In fact, all categories of investment-grade bonds finished the year in the plus column. Stocks, on the other hand, declined for the third consecutive year, but a strong fourth quarter left many equity investors hopeful of better things to come in 2003.

While it's impossible to predict the future direction of the markets with any degree of certainty, there are certain basic principles that can help investors plan for their future needs.

The longer your investment time frame, the less likely it is that you will be affected by short-term market volatility. A 10-year investment horizon appropriate for saving for a college education, for example, enables you to weather market cycles in a long-term fund, which may have a higher risk potential, but also has a higher potential rate of return.

An intermediate-length fund could make sense if your investment horizon is two to four years, while a short-term bond fund could be the right choice if you need your money in one or two years.

If your time horizon is less than a year, you might want to consider moving some of your bond investment into a money market fund. These funds seek income and a stable share price by investing in high-quality, short-term investments. Of course, it's important to remember that an investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these types of funds.

Finally, no matter what your time horizon or portfolio diversity, it makes good sense to follow a regular investment plan, investing a certain amount of money in a fund at the same time each month or quarter and periodically reviewing your overall portfolio. By doing so, you won't get caught up in the excitement of a rapidly rising market, nor will you buy all your shares at market highs. While this strategy - known as dollar cost averaging - won't assure a profit or protect you from a loss in a declining market, it should help you lower the average cost of your purchases. Of course, you should consider your financial ability to continue your purchases through periods of low price levels before undertaking such a strategy.

If you have questions, please call us at 1-800-544-6666, or visit our web site at www.fidelity.com. We are available 24 hours a day, seven days a week to provide you the information you need to make the investments that are right for you.

Best regards,/s/
Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

There are several ways to evaluate a fund's historical performance. You can look at cumulative total returns, average annual returns, or the growth of a hypothetical investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). You can also look at the fund's income, as reflected in its yield, to measure performance. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

Cumulative Total Returns

Periods ended December 31, 2002

Past 1
year

Past 5
years

Past 10
years

Spartan® Intermediate Municipal Income

9.02%

31.63%

82.65%

LB 1-17 Year Municipal Bond

9.25%

33.56%

n/a*

Intermediate Municipal Debt Funds Average

8.52%

28.25%

74.80%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Lehman Brothers® 1-17 Year Municipal Bond Index - a market value-weighted index of investment-grade municipal bonds with maturities between one and 17 years. You can also compare the fund's performance to the performance of mutual funds tracked by Lipper Inc. and grouped by similar objectives. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges.

Average Annual Total Returns

Periods ended December 31, 2002

Past 1
year

Past 5
years

Past 10
years

Spartan Intermediate Municipal Income

9.02%

5.65%

6.21%

LB 1-17 Year Municipal Bond

9.25%

5.96%

n/a*

Intermediate Municipal Debt Funds Average

8.52%

5.09%

5.73%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. (Note: Lipper calculates average annual total returns by annualizing each fund's total return, then taking an arithmetic average. This may produce a different figure than that obtained by averaging the cumulative total returns and annualizing the result.)

* Not available

Annual Report

Performance - continued

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Spartan Intermediate Municipal Income Fund on December 31, 1992. The chart shows how the value of your investment would have grown, and also shows how the Lehman Brothers Municipal Bond Index did over the same period.



3

Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. When you sell your shares, they could be worth more or less than what you paid for them.

Annual Report

Total Return Components

Years ended December 31,

2002

2001

2000

1999

1998

Dividend returns

4.52%

4.76%

5.33%

4.63%

4.89%

Capital returns

4.50%

0.72%

3.93%

-5.69%

1.00%

Total returns

9.02%

5.48%

9.26%

-1.06%

5.89%

Total return components include both dividend returns and capital returns. A dividend return reflects the actual dividends paid by the fund. A capital return reflects both the amount paid by the fund to shareholders as capital gain distributions and changes in the fund's share price. Both returns assume the dividends or capital gains, if any, paid by the fund are reinvested.

Dividends and Yield

Periods ended December 31, 2002

Past 1
month

Past 6
months

Past 1
year

Dividends per share

3.56¢

21.40¢

43.07¢

Annualized dividend rate

4.13%

4.16%

4.27%

30-day annualized yield

3.21%

-

-

30-day annualized tax-equivalent yield

4.94%

-

-

Dividends per share show the income paid by the fund for a set period. If you annualize this number, based on an average share price of $10.15 over the past one month, $10.21 over the past six months and $10.08 over the past one year, you can compare the fund's income over these three periods. The 30-day annualized yield is a standard formula for all bond funds based on the yields of the bonds in the fund, averaged over the past 30 days. This figure shows you the yield characteristics of the fund's investments at the end of the period. It also helps you compare funds from different companies on an equal basis. The tax-equivalent yield shows what you would have to earn on a taxable investment to equal the fund's tax-free yield, if you're in the 35.00% federal tax bracket, but does not reflect payment of the federal alternative minimum tax, if applicable.

Annual Report

Fund Talk: The Managers' Overview

Market Recap

The municipal bond market - as measured by the Lehman Brothers® Municipal Bond Index - significantly outperformed the U.S. equity markets in 2002. This marks the third consecutive year munis have outperformed stocks, the first time that's happened in the 20-plus year history of the Lehman Brothers index. For the overall 12-month period that ended December 31, 2002, the muni index, which measures the performance of approximately 40,000 investment-grade, fixed-rate, tax-exempt bonds, gained 9.64%. Over the same period, the Standard & Poor's 500SM Index - a popular measure of the U.S. stock markets - declined 22.10%. Munis received a boost when the Federal Reserve Board cut interest rates 11 times in 2001, held rates steady through the first 10 months of 2002, and then initiated another reduction in early November. Muni bonds further benefited from strong demand as investors shunned stocks in response to poor corporate earnings, accounting scandals, apprehension about a possible war with Iraq and fears of a double-dip recession. They did run into some trouble late in the year when the stock market surged in October and November. While this left the Lehman Brothers index with a 0.00% return for the overall fourth quarter of 2002, the index was up more than 2.00% for the month of December.

(Portfolio Manager photograph)
Note to shareholders:
The following is an interview with Christine Thompson, who managed Spartan Intermediate Municipal Income Fund during the period covered by this report, with additional comments from Doug McGinley, who became manager of the fund on January 1, 2003.

Q. How did the fund perform, Christine?

C.T. For the 12 months ending December 31, 2002, the fund returned 9.02%, while the intermediate municipal debt funds average returned 8.52%, according to Lipper Inc. Additionally, the Lehman Brothers 1-17 Year Municipal Bond Index gained 9.25%.

Q. What helped the fund outpace its Lipper peer average?

C.T. It was a year in which defensive strategies worked well, and the fund benefited from its defensive positioning in terms of credit quality as well as sector and security selection. The fund's overall credit quality remained high throughout the year, ending 2002 with nearly all of its assets in investment-grade bonds rated BBB or higher. Lower-quality bonds came under heavy pressure as investors avoided them in response to weak economic conditions. In terms of sector selection, performance was aided by my decision to overweight - relative to the intermediate municipal bond market as a whole - bonds whose revenues were less affected by the economic slowdown, unlike those backed by income taxes. For instance, I kept a fairly large weighting in bonds issued by providers of essential services, such as water, electric and sewer. Overweighting less economically sensitive health care and higher education bonds also aided performance, as did avoiding uninsured bonds in sectors that came under the most pressure during the year - including those related to air travel and projects backed by corporations.

Annual Report

Fund Talk: The Managers' Overview - continued

Q. What else worked in the fund's favor?

C.T. Our relatively small stake - compared to the municipal market overall - in bonds issued in California and New York helped performance. The performance of muni bonds there tended to lag those of other states, especially in the second half of 2002. Their muni markets were hit by two concerns. Their respective economies lagged the rest of the nation and they had to contend with an influx of new muni bond supply as their state and local governments struggled to make up for revenue shortfalls by issuing new debt. New issuance in California rose about 50% in 2002, compared to 2001, and New York new issuance rose roughly 117%. Instead, I chose to concentrate on states such as Texas and Illinois, where bonds were more attractively valued and new issuance supply was lower. Finally, I'd say that the way we allocated bonds along the maturity spectrum - or yield curve - also helped.

Q. Were there any disappointments?

A. I'd point to the fund's underweighting in par bonds, which was a relatively minor disappointment during the year. At times, par bonds were in extremely strong demand by individual investors who like these securities' simplicity. This strong demand caused them to periodically outpace premium and discount bonds, which sell above and below face value, respectively. Par bonds can suffer negative tax treatment in certain interest rate environments. Rather than chase their performance, I chose to emphasize premium and discount bonds, which aren't as negatively impacted by unfavorable tax consequences.

Q. Turning to you, Doug, what's your outlook?

D.M. A lot depends on the strength of the economy, which ultimately will determine the level of interest rates, as well as municipal supply and demand. If anemic economic conditions continue into 2003, interest rates may hold steady and municipals could benefit. If, on the other hand, the economy starts gathering steam, interest rates may tick higher and stocks, rather than bonds, would likely be the biggest beneficiaries. That said, higher interest rates would hold a bit of a bright spot for munis because they would most likely dampen issuance. But since we don't forecast interest rates, I'd just like to point out that munis were priced attractively relative to other types of bonds at the end of 2002. That, when coupled with the market's relatively high credit quality compared to corporate bonds and stocks, may help continue to make them an attractive asset class for investors seeking tax-free income.

Fund Facts

Goal: seeks as high a level of current income, exempt from federal income tax, as is consistent with preservation of capital

Fund number: 036

Trading symbol: FLTMX

Start date: April 15, 1977

Size: as of December 31, 2002, more than $1.7 billion

Manager: Doug McGinley, since January 2003; manager, various Fidelity and Spartan municipal income funds; joined Fidelity in 1994

3

Doug McGinley on the fiscal situation of municipal issuers:

"After being awash in budget surpluses in the late 1990s, many state and local governments across the country now face growing budget gaps. A weak economy has cut into their income tax revenues and the stock market decline has resulted in a steep drop in capital gains tax revenues. Declining revenues weren't lawmakers' only problem; expenses for items such as homeland security and health care skyrocketed. It's estimated that state governments will face a collective current fiscal year shortfall of roughly $45 billion, and a projected gap next year of $60 billion to $85 billion - deficits that may be as high as 20% or more of the budget in some states. Initially, governments were able to offset reduced tax collections by one-time measures such as tapping rainy day funds, but many of those funds have been depleted. Now, lawmakers will have to make some tough choices - such as raising taxes and making deep spending cuts - in order to close their budget gaps. The resolution of current and future budget shortfalls will have a direct bearing on the credit quality of the states and the many municipal entities to which they provide funding. It's an issue I'll be watching closely in 2003."

Annual Report

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

Annual Report

Investment Changes

Top Five States as of December 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Texas

22.5

20.3

Washington

10.0

9.0

Illinois

8.1

9.5

California

6.8

4.4

New York

5.3

6.0

Top Five Sectors as of December 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

General Obligations

34.0

33.8

Electric Utilities

20.3

19.4

Health Care

10.5

11.1

Transportation

8.7

8.5

Escrowed/Pre-Refunded

7.8

10.5

Average Years to Maturity as of December 31, 2002

6 months ago

Years

7.6

7.5

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of December 31, 2002

6 months ago

Years

5.2

5.2

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Quality Diversification (% of fund's net assets)

As of December 31, 2002

As of June 30, 2002

AAA 62.2%

AAA 56.5%

AA, A 29.7%

AA, A 30.2%

BBB 9.2%

BBB 11.7%

Not Rated 0.5%

Not Rated 1.3%

Short-term
Investments and
Net Other Assets* (1.6)%

Short-term
Investments and
Net Other Assets 0.3%



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

* Short-term Investments and Net Other Assets are not included in the pie chart.

Annual Report

Investments December 31, 2002

Showing Percentage of Net Assets

Municipal Bonds - 101.6%

Principal
Amount (000s)

Value (Note 1)
(000s)

Alabama - 0.7%

Alabama Pub. School & College Auth. Rev. Series C, 5.625% 7/1/13

$ 4,200

$ 4,759

Birmingham Gen. Oblig. Series 2002 A:

5.25% 4/1/05 (FSA Insured)

2,305

2,495

5.25% 4/1/07 (FSA Insured)

2,415

2,698

Mobile County Gen. Oblig. 5% 2/1/09 (MBIA Insured)

2,000

2,223

12,175

Alaska - 0.5%

Anchorage Gen. Oblig. Series B, 5.875% 12/1/13
(FGIC Insured)

2,000

2,362

North Slope Borough Gen. Oblig. Series B, 0% 6/30/05
(FSA Insured)

6,000

5,704

8,066

Arizona - 2.5%

Arizona Trans. Board Excise Tax Rev. (Maricopa County Reg'l. Area Road Fund Prog.) Series A, 6.5% 7/1/04 (AMBAC Insured)

1,100

1,184

Coconino County Poll. Cont. Corp. Rev. (Arizona Pub. Svc. Co. Proj.) 4%, tender 4/7/03 (b)(e)

7,000

7,015

Maricopa County Cmnty. College District Series A,
6% 7/1/09

90

93

Maricopa County Unified School District #80 Chandler 5% 7/1/05 (FGIC Insured)

3,535

3,830

Phoenix Gen. Oblig. Series A, 7.5% 7/1/08

4,500

5,566

Salt River Proj. Agric. Impt. & Pwr. District Elec. Sys. Rev.:

Series A, 5.25% 1/1/06

4,000

4,391

Series D, 5% 1/1/08

5,000

5,542

Scottsdale Muni. Property Corp. Excise Tax Rev. 5.5% 7/1/09

2,830

3,237

Tucson Street & Hwy. User Rev.:

4.5% 7/1/05 (AMBAC Insured) (g)

5,275

5,591

4.5% 7/1/06 (AMBAC Insured) (g)

3,235

3,468

Tucson Wtr. Rev. Series 2002, 5.5% 7/1/10
(FGIC Insured)

2,500

2,863

Yuma Muni. Property Corp. Rev. 5% 7/1/12
(AMBAC Insured)

1,100

1,200

43,980

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

California - 6.8%

California Dept. of Wtr. Resources Central Valley Proj. Wtr. Sys. Rev. Series Y:

5.25% 12/1/16 (FGIC Insured) (g)

$ 5,000

$ 5,454

5.25% 12/1/18 (FGIC Insured) (g)

5,000

5,367

California Dept. Wtr. Resources Pwr. Supply Rev. Series A:

5.25% 5/1/07 (MBIA Insured)

3,600

4,038

5.25% 5/1/09 (MBIA Insured)

21,200

24,016

6% 5/1/15

5,700

6,422

California Gen. Oblig.:

5.5% 3/1/11

8,500

9,387

5.75% 10/1/10

2,200

2,485

5.75% 10/1/10 (MBIA Insured)

3,000

3,505

California Hsg. Fin. Agcy. Home Mtg. Rev.:

Series 1983 A, 0% 2/1/15

19,346

6,718

Series G, 6% 2/1/10 (MBIA Insured) (e)

2,000

2,116

California Infrastructure & Econ. Dev. Bank Rev. (Clean Wtr. State Revolving Fund Proj.) 5% 10/1/14

2,200

2,401

California Statewide Cmnty. Dev. Auth. Rev. (Kaiser Fund Hosp./Health Place, Inc. Proj.) Series 2002 C, 3.7%, tender 7/1/05 (b)

10,000

10,245

Carson Redev. Agcy. (Area #2 Redev. Proj.) 5.6% 10/1/03

1,500

1,545

Long Beach Hbr. Rev.:

Series 2002 A, 4%, tender 5/14/04 (MBIA Insured) (b)(e)

10,000

10,346

Series 2002 B, 4%, tender 5/14/04 (MBIA Insured) (b)(e)

6,000

6,207

Series A, 5.5% 5/15/07 (FGIC Insured) (e)

2,330

2,629

Modesto Irrigation District Elec. Rev. Series A, 9.625% 1/1/11 (Escrowed to Maturity) (f)

4,105

5,296

Pleasanton Joint Powers Fing. Auth. Rev. (Reassessment Proj.) Series A, 6.15% 9/2/12

1,375

1,434

Sacramento Pwr. Auth. Cogeneration Proj. Rev. 6.5%
7/1/08

2,000

2,254

San Diego County Ctfs. of Prtn.:

5% 10/1/06

1,135

1,247

5% 10/1/08

1,470

1,630

5.25% 10/1/10

1,620

1,814

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

California - continued

Santa Maria Redev. Agcy. Lease Rev. 4% 6/1/07
(AMBAC Insured) (g)

$ 1,755

$ 1,866

Southern California Pub. Pwr. Auth. Transmission Proj. Rev. (Southern Transmission Proj.) 0% 7/1/04

2,000

1,950

120,372

Colorado - 3.1%

Adams County Bldg. Auth. Rev. Series B, 0% 8/15/12
(FSA Insured) (Escrowed to Maturity) (f)

5,000

3,417

Adams County School District #172 5.5% 2/1/16
(FGIC Insured)

2,575

2,859

Arapahoe County Cap. Impt. Trust Fund Hwy. Rev.:

Series C, 0% 8/31/08 (Pre-Refunded to 8/31/05 @ 82.9449) (f)

6,650

5,253

Series E 470, 0% 8/31/26 (Pre-Refunded to 8/31/05 @ 20.8626) (f)

62,100

12,342

Colorado Health Facilities Auth. Rev.:

(Catholic Health Initiatives Proj.) Series 2001 A, 4%
9/1/04

1,960

2,031

Series 2001, 6.625% 11/15/26

2,550

2,749

6.25% 2/1/04

6,600

6,884

6.25% 2/1/04 (Escrowed to Maturity) (f)

495

521

Denver City & County Arpt. Rev.:

Series A:

0% 11/15/04 (e)

2,070

1,981

0% 11/15/05 (MBIA Insured) (e)

2,250

2,105

Series D:

0% 11/15/05 (MBIA Insured) (e)

2,055

1,922

0% 11/15/06 (e)

4,500

3,969

E-470 Pub. Hwy. Auth. Rev. Series 2000 A, 5.75% 9/1/29 (MBIA Insured)

3,200

3,535

Jefferson County School District #R1 Series A, 5.5% 12/15/14 (FGIC Insured)

5,000

5,516

55,084

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Connecticut - 0.3%

Connecticut Gen. Oblig. Series D, 5.375% 11/15/18

$ 4,000

$ 4,368

Connecticut Health & Edl. Facilities Auth. Rev. (Quinnipiac College Proj.) Series D, 5.625% 7/1/03

400

407

4,775

Delaware - 0.4%

Delaware Gen. Oblig. Series 2002 A, 5% 7/1/05

6,325

6,854

District Of Columbia - 2.1%

District of Columbia Gen. Oblig.:

Series 1998 A:

5.25% 6/1/10 (MBIA Insured)

3,000

3,291

5.25% 6/1/11 (MBIA Insured)

3,905

4,232

Series 2001 B, 5.5% 6/1/13 (FSA Insured)

5,260

5,802

Series 2001 E:

5% 6/1/04 (FGIC Insured)

70

72

5% 6/1/04 (FGIC Insured) (Escrowed to Maturity) (f)

890

921

5% 6/1/04 (FGIC Insured) (Pre-Refunded to 6/1/03 @ 102) (f)

40

41

Series A, 5.75% 6/1/03 (AMBAC Insured)

95

97

Series C, 5.75% 12/1/05 (AMBAC Insured)

1,895

2,002

District of Columbia Rev.:

(George Washington Univ. Proj.) Series A, 5.75% 9/15/20 (MBIA Insured)

1,300

1,442

(Medstar Univ. Hosp. Proj.) Series D, 6.875%, tender 2/15/07 (b)

11,000

11,793

Metro. Washington Arpts. Auth. Gen. Arpt. Rev. Series 1998 B:

5.25% 10/1/09 (MBIA Insured) (e)

3,475

3,807

5.25% 10/1/10 (MBIA Insured) (e)

2,780

3,012

36,512

Florida - 4.8%

Alachua County Health Facilities Auth. Health Facilities Rev. (Avmed/Santa Fe Health Care Sys. Proj.) 6% 11/15/09 (Escrowed to Maturity) (f)

1,165

1,305

Brevard County Util. Rev.:

5% 3/1/07 (FGIC Insured)

2,500

2,773

5.25% 3/1/08 (FGIC Insured)

2,000

2,245

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Florida - continued

Broward County Gen. Oblig. Series B, 5% 1/1/11

$ 8,000

$ 8,826

Broward County School District Series A:

5% 2/15/06

5,000

5,474

5% 2/15/07

4,630

5,131

Highlands County Health Facilities Auth. Rev. (Adventist Health Sys./Sunbelt Proj.):

3.35%, tender 9/1/05 (b)

14,200

14,369

5.25% 11/15/11

3,735

3,907

Hillsborough County Indl. Dev. Auth. Poll. Cont. Rev. (Tampa Elec. Co. Proj.) 4%, tender 8/1/07 (b)

18,000

17,784

Lee County Hosp. Board of Directors Hosp. Rev. (Lee Memorial Health Sys. Proj.) 6% 4/1/06 (MBIA Insured)

2,640

2,965

Lee County Indl. Dev. Auth. Health Care Facilities Rev. (Shell Point Village Proj.) Series A:

5.5% 11/15/08

1,000

1,014

5.75% 11/15/12

1,800

1,808

Miami-Dade County Cap. Asset Acquisition Fixed Rate Spl. Oblig. Series 2002 A, 5% 4/1/07 (AMBAC Insured)

1,245

1,384

Pasco County Solid Waste Disp. & Resource Recovery Sys. Rev. 6% 4/1/10 (AMBAC Insured) (e)

2,000

2,310

Tampa Florida Guaranteed Entitlement Rev.:

6% 10/1/05 (AMBAC Insured)

1,500

1,670

6% 10/1/06 (AMBAC Insured)

1,945

2,215

Tampa Wtr. & Swr. Rev. 5% 10/1/05 (FSA Insured)

1,845

2,010

Univ. Athletic Assoc., Inc. Athletic Prog. Rev. Series 2001, 3%, tender 10/1/04, LOC Suntrust Banks of Florida, Inc. (b)

7,000

7,139

84,329

Georgia - 2.0%

Athens-Clarke County Unified Govt. Wtr. & Swr. Rev. 4% 1/1/05

850

891

Atlanta Arpt. Rev. Series 2000 B, 5.625% 1/1/09
(FGIC Insured) (e)

1,620

1,812

College Park Bus. & Indl. Dev. Auth. Civic Ctr. Proj. Rev.
Series 2000, 5.75% 9/1/20 (AMBAC Insured)

1,300

1,463

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Georgia - continued

Columbus Wtr. & Swr. Rev.:

5% 5/1/05 (FSA Insured)

$ 4,405

$ 4,750

5.25% 5/1/06 (FSA Insured) (g)

1,325

1,422

5.25% 5/1/07 (FSA Insured) (g)

1,425

1,546

Coweta County Dev. Auth. Rev. (Newman Wtr. Swr. & Lt. Common Proj.) 5.75% 1/1/16 (AMBAC Insured)

1,440

1,613

Georgia Gen. Oblig.:

Series 1993 A, 7.45% 1/1/09

2,880

3,592

Series A, 4% 5/1/05

7,865

8,317

Gwinnett County Gen. Oblig. 4% 1/1/07

1,500

1,600

Gwinnett County School District:

4% 2/1/05

1,280

1,345

4.5% 2/1/06

3,475

3,746

5% 2/1/07

1,200

1,328

Henry County Wtr. & Sew Auth. Rev. 5% 2/1/11
(MBIA Insured) (g)

1,245

1,325

34,750

Hawaii - 0.9%

Hawaii Arpts. Sys. Rev.:

Series 2001:

5.5% 7/1/05 (FGIC Insured) (e)

3,000

3,213

5.5% 7/1/06 (FGIC Insured) (e)

1,000

1,090

Third Series, 5.75% 7/1/08 (AMBAC Insured) (Pre-Refunded to 7/1/04 @ 102) (e)(f)

2,275

2,466

Hawaii Gen. Oblig.:

Series CN, 5.25% 3/1/12 (FGIC Insured)

2,880

3,115

Series CX, 5.5% 2/1/13 (FSA Insured)

4,415

5,061

Maui County Hawaii Series A, 5.25% 3/1/15
(MBIA Insured)

1,105

1,216

16,161

Idaho - 0.5%

Cassia & Twin Falls Counties Joint School District #151:

5.5% 8/1/13 (FGIC Insured)

1,595

1,810

5.5% 8/1/14 (FGIC Insured)

1,695

1,911

Idaho Falls Gen. Oblig. 0% 4/1/05 (FGIC Insured)

6,000

5,749

9,470

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Illinois - 8.1%

Chicago Gen. Oblig.:

(Neighborhoods Alive 21 Prog.) Series 2000 A, 6% 1/1/28 (FGIC Insured)

$ 2,100

$ 2,371

Series A, 5.5% 1/1/08 (MBIA Insured)

3,000

3,375

Chicago Midway Arpt. Rev.:

Series 2001 B, 5% 1/1/08 (FSA Insured)

1,250

1,377

Series A, 5.5% 1/1/29 (MBIA Insured)

4,000

4,132

Series B:

6% 1/1/09 (MBIA Insured) (e)

2,000

2,194

6.125% 1/1/12 (MBIA Insured) (e)

2,740

3,085

Chicago O'Hare Int'l. Arpt. Rev.:

Series 1999, 5.5% 1/1/11 (AMBAC Insured) (e)

10,000

10,970

Series A, 6.25% 1/1/08 (AMBAC Insured) (e)

9,820

11,042

Cook County Cmnty. Unit School District #401 Elmwood Park 0% 12/1/10 (FSA Insured)

3,275

2,423

Cook County Gen. Oblig. Series A, 5.375% 11/15/14
(FGIC Insured)

9,365

10,358

Cook County High School District #201 J. Sterling Mortan Tpk. 0% 12/1/11 (FGIC Insured)

4,275

3,002

Du Page County Forest Preservation District Rev. 0% 11/1/09

4,000

3,146

Granite City Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 5%, tender 5/1/05 (b)(e)

7,000

7,074

Illinois Dev. Fin. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) Series 2000, 5.85% 2/1/07 (e)

2,500

2,575

Illinois Gen. Oblig. First Series:

5.25% 8/1/08

9,000

10,079

5.5% 8/1/19 (MBIA Insured)

1,250

1,365

Illinois Health Facilities Auth. Rev.:

(Condell Med. Ctr. Proj.) 7% 5/15/22

5,000

5,425

(Dectaur Memorial Hosp. Proj.) Series 2001, 5.6% 10/1/16

2,600

2,693

(Riverside Health Sys. Proj.) 6.8% 11/15/20

2,755

2,961

Illinois Sales Tax Rev.:

Series W, 5% 6/15/13

3,430

3,620

6% 6/15/20

1,600

1,815

Kane & Du Page Counties Cmnty. Unit School District #303 Saint Charles Series A:

5.5% 1/1/13 (FSA Insured)

2,000

2,285

5.5% 1/1/14 (FSA Insured)

3,700

4,155

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Illinois - continued

Kane County School District #129 Aurora West Side Series A:

5.75% 2/1/15 (FGIC Insured)

$ 2,580

$ 2,943

5.75% 2/1/16 (FGIC Insured)

2,165

2,452

Lake County Cmnty. Consolidated School District #50 Woodland Series 2000 A, 6% 12/1/20 (FGIC Insured)

3,000

3,396

Lake County Cmnty. Unit School District #60 Waukegan:

Series C:

0% 12/1/13 (FSA Insured)

5,590

3,520

0% 12/1/14 (FSA Insured)

5,180

3,097

0% 12/1/15 (FSA Insured)

3,810

2,141

Series D:

0% 12/1/09 (FSA Insured)

3,480

2,729

0% 12/1/10 (FSA Insured)

3,380

2,500

Lake County Forest Preservation District 0% 12/1/04

5,850

5,672

Metro. Pier & Exposition Auth. Dedicated State Tax Rev. (McCormick Place Expansion Proj.):

Series 2002 B, 0% 6/15/17 (MBIA Insured) (a)

1,100

713

Series A, 0% 6/15/11 (FGIC Insured)

7,780

5,662

Rolling Meadows Multi-Family Mtg. Rev. (Woodfield Garden Apts. Proj.) 7.75% 2/1/04, LOC Banque Paribas

5,000

5,179

141,526

Indiana - 2.0%

Indiana Office Bldg. Commission Facilities Rev. (New Castle Correctional Facility Proj.) Series 2002 A, 5.25% 7/1/09 (FGIC Insured)

2,210

2,484

Indianapolis Resource Recovery Rev. (Ogden Martin Sys., Inc. Proj.):

6.75% 12/1/04 (AMBAC Insured)

3,520

3,821

6.75% 12/1/05 (AMBAC Insured)

8,185

9,116

Indianapolis Thermal Energy Sys. Series 2001 A, 5.5% 10/1/16 (MBIA Insured)

5,000

5,569

Petersburg Poll. Cont. Rev. 5.75% 8/1/21

9,000

8,649

Rockport Poll. Cont. Rev. 4.9%, tender 6/1/07 (b)

5,000

5,088

34,727

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Iowa - 0.1%

Tobacco Settlement Auth. Tobacco Settlement Rev. 5.3% 6/1/25

$ 3,000

$ 2,626

Kansas - 1.2%

Burlington Envir. Impt. Rev. (Kansas City Pwr. & Lt. Co. Proj.) 4.75%, tender 10/1/07 (b)

2,800

2,838

Kansas City Util. Sys. Rev.:

0% 3/1/04 (AMBAC Insured)

3,735

3,673

0% 3/1/04 (AMBAC Insured) (Escrowed to Maturity) (f)

5,015

4,924

Kansas Dev. Fin. Auth. Rev.:

(Sisters of Charity Leavenworth Health Svc. Co. Proj.):

5.25% 12/1/10 (MBIA Insured)

2,230

2,429

5.25% 12/1/11 (MBIA Insured)

1,805

1,949

(Wtr. Poll. Revolving Fund Prog.):

Series II, 5.5% 11/1/19

1,000

1,104

5.5% 11/1/20

1,000

1,096

La Cygne Envir. Impt. Rev. (Kansas City Pwr. & Lt. Co. Proj.) Series 1994, 3.9%, tender 9/1/04 (b)

2,200

2,255

20,268

Kentucky - 0.3%

Kentucky Property & Bldgs. Commission Revs.:

(#69 Proj.):

Series 2001 B, 5% 8/1/08 (FSA Insured)

1,540

1,715

Series A, 5.5% 8/1/11 (FSA Insured)

1,440

1,650

Series 2001 D, 5.5% 8/1/08 (FSA Insured)

1,500

1,709

5,074

Louisiana - 0.9%

New Orleans Gen. Oblig. 0% 9/1/05 (AMBAC Insured)

13,500

12,742

Shreveport Wtr. & Swr. Rev. Series A, 4% 12/1/07
(FGIC Insured) (g)

3,000

3,191

15,933

Maine - 0.2%

Maine Tpk. Auth. Tpk. Rev. Series 2000, 5.75% 7/1/28
(FGIC Insured)

3,210

3,518

Maryland - 0.3%

Maryland Economic Dev. Corp. (Waste Mgmt., Inc. Proj.) 4.65%, tender 4/1/04 (b)(e)

5,000

5,031

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Massachusetts - 3.4%

Massachusetts Bay Trans. Auth. Series 2000 A, 5.75%
7/1/18

$ 3,000

$ 3,347

Massachusetts Dev. Fin. Agcy. Rev. (Massachusetts Biomedical Research Corp. Proj.):

6.375% 8/1/14

1,315

1,497

6.375% 8/1/15

2,460

2,764

6.375% 8/1/16

2,570

2,872

Massachusetts Ed. Ln. Auth. Ed. Ln. Rev. Series B Issue E, 6% 1/1/12 (AMBAC Insured) (e)

2,855

2,995

Massachusetts Fed. Hwy. Series 2000 A, 5.75% 6/15/11

4,000

4,599

Massachusetts Gen. Oblig. Series B, 5% 2/1/06

10,000

10,920

Massachusetts Indl. Fin. Agcy. Rev. (Massachusetts Biomedical Research Corp. Proj.) Series A2:

0% 8/1/04

10,650

10,358

0% 8/1/05

5,100

4,820

0% 8/1/07

5,800

5,073

Massachusetts Tpk. Auth. Western Tpk. Rev. Series A, 5.55% 1/1/17 (MBIA Insured)

8,365

8,609

Massachusetts Wtr. Poll. Abatement Trust Wtr. Poll. Abatement Rev. (MWRA Ln. Prog.) Series A, 5.25% 8/1/13

25

27

Univ. of Lowell Bldg. Auth. Rev. Fifth Series A, 6.75% 11/1/05 (AMBAC Insured)

1,705

1,941

59,822

Michigan - 4.5%

Chelsea School District 6% 5/1/15 (FGIC Insured)
(Pre-Refunded to 5/1/05 @ 101) (f)

1,525

1,698

Detroit Convention Facilities Rev. (Cobo Hall Expansion Proj.) 5.25% 9/30/12

22,300

22,920

Detroit Gen. Oblig. Series A, 6.8% 4/1/15 (Pre-Refunded to 4/1/05 @ 101) (f)

1,315

1,482

Detroit Swr. Disp. Rev. Series 2001 D1, 5.5%, tender 7/1/08 (b)

10,000

11,265

Detroit Wtr. Supply Sys. Rev. Series 2001 A, 5.75% 7/1/28 (FGIC Insured)

2,400

2,663

Michigan Higher Ed. Student Ln. Auth. Rev. Series XII W, 4.875% 9/1/10 (AMBAC Insured) (e)

8,915

9,366

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Michigan - continued

Michigan Hosp. Fin. Auth. Hosp. Rev.:

(Crittenton Hosp. Proj.) Series A:

5.5% 3/1/16

$ 1,000

$ 1,030

5.5% 3/1/17

1,885

1,926

(McLaren Health Care Corp. Proj.) Series A,
5% 6/1/19

8,000

7,813

(Mercy Health Svcs. Proj.) Series Q, 6% 8/15/09
(AMBAC Insured) (Escrowed to Maturity) (f)

1,195

1,342

Michigan Muni. Bond Auth. Rev. Series G, 6.3% 11/1/05 (AMBAC Insured)

370

407

Michigan Pub. Pwr. Agcy. Rev. (Belle River Proj.) Series A:

5% 1/1/06 (MBIA Insured)

2,000

2,177

5.25% 1/1/08 (MBIA Insured)

5,085

5,677

5.25% 1/1/09 (MBIA Insured)

1,000

1,122

Michigan Strategic Fund Ltd. Oblig. Rev. (Detroit Edison Co. Proj.) Series A, 5.55% 9/1/29 (MBIA Insured) (e)

1,500

1,579

River Rouge School District 4% 5/1/08 (FGIC Insured)

1,545

1,644

West Ottawa Pub. School District 0% 5/1/15 (MBIA Insured) (Pre-Refunded to 5/1/05 @ 49.088) (f)

10,000

4,705

78,816

Minnesota - 1.2%

Osseo Independent School District #279 Series B,
5% 2/1/13

2,445

2,643

Ramsey County Series B:

5% 2/1/05

1,445

1,548

5% 2/1/06

2,065

2,257

Rochester Health Care Facilities Rev. (Mayo Foundation Proj.) Series A, 5.5% 11/15/27

11,750

12,085

Southern Minnesota Muni. Pwr. Agcy. Pwr. Supply Sys. Rev. 5% 1/1/07 (AMBAC Insured)

2,815

3,101

21,634

Mississippi - 0.2%

Mississippi Higher Ed. Student Ln. Series 2000 B3, 5.45% 3/1/10 (e)

3,800

4,108

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Missouri - 0.3%

Missouri Envir. Impt. & Energy Resource Auth. Envir. Impt. Rev. (Kansas City Pwr. & Lt. Co. Proj.) Series 1993, 3.9%, tender 9/1/04 (b)

$ 2,500

$ 2,563

Missouri Highways & Trans. Commission State Road Rev. Series 2001 A, 5.625% 2/1/13

2,370

2,688

5,251

Nebraska - 0.8%

Lancaster County School District #1 (Lincoln Pub. Schools Proj.) 4% 1/15/07

1,975

2,104

Lincoln Wtrwks. Rev. Series 2003:

5% 8/15/06 (g)

3,420

3,711

5% 8/15/07 (g)

3,585

3,919

Nebraska Pub. Pwr. District Rev. Series A, 0% 1/1/07
(MBIA Insured)

5,000

4,507

14,241

Nevada - 0.8%

Clark County Gen. Oblig. Series 2000, 5.5% 7/1/30
(MBIA Insured)

1,500

1,584

Clark County Las Vegas-McCarran Int'l. Arpt. Passenger Facility Charge Rev. Series 2002 A, 5% 7/1/07
(MBIA Insured) (e)

5,735

6,196

Clark County School District Series B, 0% 3/1/05
(FGIC Insured)

6,195

5,943

13,723

New Hampshire - 0.3%

New Hampshire Health & Edl. Facilities Auth. Rev. (Univ. Sys. of New Hampshire Proj.):

5.25% 7/1/06 (AMBAC Insured)

1,790

1,977

5.25% 7/1/07 (AMBAC Insured)

1,880

2,100

New Hampshire Higher Edl. & Health Facilities Auth. Rev. (Frisbie Memorial Hosp. Proj.) 5.7% 10/1/04

1,800

1,887

5,964

New Jersey - 1.8%

Egg Hbr. Township School District:

4% 2/15/05 (FSA Insured)

1,520

1,599

4% 2/15/07 (FSA Insured)

2,435

2,598

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

New Jersey - continued

Evesham Township Muni. Utils. Auth. Rev. Series 2003 A:

5% 7/1/11 (AMBAC Insured) (g)

$ 2,610

$ 2,854

5.125% 7/1/13 (AMBAC Insured) (g)

2,325

2,527

New Jersey Gen. Oblig. Series E, 6% 7/15/05

4,300

4,765

New Jersey Health Care Facilities Fing. Auth. Rev. (Atlantic City Med. Ctr. Proj.):

4% 7/1/04

1,350

1,383

5.25% 7/1/05

2,250

2,371

New Jersey Tpk. Auth. Tpk. Rev. Series 2002 A, 5.625% 1/1/15 (MBIA Insured)

2,500

2,786

New Jersey Trans. Trust Fund Auth. Series B, 6% 12/15/19 (MBIA Insured)

5,000

5,788

Tobacco Settlement Fing. Corp. 5.75% 6/1/32

5,300

5,081

31,752

New Mexico - 0.5%

Albuquerque Arpt. Rev. 6.5% 7/1/07 (AMBAC Insured) (e)

1,400

1,606

Farmington Poll. Cont. Rev. (Tucson Gas & Elec. Co. Proj.) Series A, 6.1% 1/1/08 (MBIA Insured)

1,145

1,149

New Mexico Edl. Assistance Foundation Sr. Series A3, 4.95% 3/1/09 (e)

2,000

2,111

New Mexico Edl. Assistance Foundation Student Ln. Rev. Sr. Series IV A1, 7.05% 3/1/10 (e)

2,880

3,153

8,019

New York - 5.3%

Metro. Trans. Auth. Commuter Facilities Rev.:

Series 1997 B, 5% 7/1/20 (AMBAC Insured) (Escrowed to Maturity) (f)

1,000

1,040

Series A:

5.625% 7/1/27 (MBIA Insured) (Pre-Refunded to 1/1/08 @ 101.5) (f)

2,000

2,326

6% 7/1/24 (Pre-Refunded to 7/1/09 @ 100) (f)

9,915

11,804

Series B, 4.875% 7/1/18 (FGIC Insured) (Escrowed to Maturity) (f)

1,000

1,040

Series D, 5.125% 7/1/17 (MBIA Insured) (Escrowed to Maturity) (f)

715

746

Series E, 5.625% 7/1/08 (AMBAC Insured) (Escrowed to Maturity) (f)

7,305

8,328

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

New York - continued

Metro. Trans. Auth. Dedicated Tax Fund Series A:

5% 4/1/23 (FGIC Insured) (Pre-Refunded to 10/1/15 @ 100) (f)

$ 4,100

$ 4,593

5% 4/1/29 (FSA Insured) (Pre-Refunded to 10/1/14 @ 100) (f)

4,385

4,932

Metro. Trans. Auth. Svc. Contract Rev.:

(Commuter Facilities Proj.) Series O, 5.75% 7/1/13 (Escrowed to Maturity) (f)

1,700

1,971

(Trans. Facilities Proj.) Series 7, 5.625% 7/1/16 (Escrowed to Maturity) (f)

2,495

2,576

Series B, 5% 1/1/07

3,490

3,830

Metro. Trans. Auth. Transit Facilities Rev.:

(Svc. Contract Proj.) Series 8:

5.25% 7/1/17 (Pre-Refunded to 7/1/13 @ 100) (f)

1,400

1,604

5.375% 7/1/21 (FSA Insured) (Pre-Refunded to
7/1/13 @ 100) (f)

1,605

1,857

Series A, 4.75% 7/1/21 (MBIA Insured) (Escrowed to Maturity) (f)

2,555

2,571

Series B2, 5% 7/1/17 (MBIA Insured) (Escrowed to Maturity) (f)

1,000

1,060

Series C, 4.75% 7/1/16 (FSA Insured) (Pre-Refunded to 1/1/12 @ 100) (f)

305

337

New York City Gen. Oblig.:

Series B, 7.5% 2/1/05 (f)

1,340

1,360

Series C:

5.75% 3/15/27 (FSA Insured)

1,500

1,658

6.4% 8/1/03

3,000

3,057

Series J, 5.875% 2/15/19

4,000

4,203

New York State Dorm. Auth. Revs.:

(City Univ. Sys. Proj.):

Series B, 5.75% 7/1/06

1,080

1,208

Series C, 7.5% 7/1/10

2,500

3,030

(New York & Presbyterian Hosp. Proj.) 4.4% 8/1/13 (AMBAC Insured)

1,440

1,503

Series A, 5% 3/15/09 (g)

3,000

3,310

New York State Envir. Facilities Corp. Clean Wtr. & Drinking Wtr. Rev. (New York City Muni. Wtr. Fin. Auth. Proj.) Series F:

4.875% 6/15/18

1,900

1,978

4.875% 6/15/20

3,600

3,707

5% 6/15/15

1,800

1,918

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

New York - continued

New York State Thruway Auth. Hwy. & Bridge Trust Fund
Series C, 5.5% 4/1/13 (MBIA Insured)

$ 6,000

$ 6,795

New York State Thruway Auth. State Personal Income Tax Rev. Series A, 5.5% 3/15/17

1,020

1,125

New York State Thruway Auth. Svc. Contract Rev. 5.5% 4/1/16

2,500

2,758

Triborough Bridge & Tunnel Auth. Revs. Series Y, 6% 1/1/12 (Escrowed to Maturity) (f)

3,000

3,540

Triborough Bridge & Tunnel Auth. Spl. Oblig. Series A, 5.25% 1/1/11 (FGIC Insured) (Escrowed to Maturity) (f)

1,000

1,109

92,874

New York & New Jersey - 0.5%

Port Auth. New York & New Jersey 120th Series, 5.75% 10/15/13 (MBIA Insured) (e)

7,620

8,487

North Carolina - 2.6%

Mecklenburg County Gen. Oblig. Series D, 4.75% 4/1/07

1,500

1,657

North Carolina Eastern Muni. Pwr. Agcy. Pwr. Sys. Rev.:

Series 1993 B, 7% 1/1/08 (MBIA Insured)

2,000

2,385

Series A, 5.75% 1/1/26

1,000

1,017

Series B:

5.625% 1/1/03

1,000

1,000

5.875% 1/1/21 (MBIA Insured)

5,800

6,423

6% 1/1/06

5,250

5,736

6% 1/1/14

2,900

2,969

6.125% 1/1/09

2,065

2,303

Series C:

5.25% 1/1/04

9,340

9,636

5.5% 1/1/07

500

546

5.5% 1/1/07 (MBIA Insured)

2,340

2,631

Series D, 6% 1/1/09

4,050

4,529

North Carolina Muni. Pwr. Agcy. #1 Catawba Elec. Rev.:

Series 1992, 7.25% 1/1/07

1,300

1,498

5.9% 1/1/03

2,700

2,700

45,030

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

North Dakota - 0.3%

Fargo Health Sys. Rev. Series A, 5.625% 6/1/15
(AMBAC Insured)

$ 3,685

$ 4,124

North Dakota Bldg. Auth. Lease Rev. Series A, 5.25% 6/1/07 (FGIC Insured) (g)

1,140

1,249

5,373

Ohio - 1.5%

Bowling Green Univ. Gen. Receipts 5.75% 6/1/13
(FGIC Insured)

1,125

1,282

Cincinnati Student Ln. Fdg. Corp. Student Ln. Rev. Series C, 6.2% 7/1/03 (e)

805

808

Franklin County Gen. Oblig. Rev. (Online Computer Library Ctr., Inc. Proj.):

5.9% 4/15/04

500

506

6% 4/15/09

4,500

4,532

Franklin County Hosp. Rev. 5.5% 5/1/21 (AMBAC Insured)

2,000

2,142

Indian Hill Exempt Village School District Hamilton County 5.5% 12/1/16

1,060

1,167

Lake County Hosp. Impt. Facilities Rev. (Lake Hosp. Sys., Inc. Proj.) 6.875% 8/15/11 (AMBAC Insured) (Escrowed to Maturity) (f)

3,800

4,557

Ohio Air Quality Dev. Auth. Rev. (Pennsylvania Pwr. Co. Proj.) 3.85%, tender 7/1/03 (b)

3,100

3,107

Ohio Wtr. Dev. Auth. Poll. Cont. Facilities Rev. (Toledo Edison Co. Proj.) Series B, 4.5%, tender 9/1/05 (b)

6,000

6,000

Olentangy Local School District 5.5% 12/1/15
(FSA Insured)

1,000

1,127

Richland County Hosp. Facilities (MedCentral Health Sys. Proj.) Series B, 6.375% 11/15/22

1,500

1,575

26,803

Oklahoma - 0.6%

Grand River Dam Auth. Rev. 6.25% 6/1/11 (AMBAC Insured)

2,000

2,400

Midwest City Muni. Auth. Cap. Impt. Rev. 5.5% 6/1/10 (FSA Insured)

3,700

4,221

Tulsa Indl. Auth. Rev. (Univ. of Tulsa Proj.) Series 2000 A, 5.75% 10/1/25 (MBIA Insured)

4,000

4,378

10,999

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Oregon - 0.4%

Jackson County School District #9 Eagle Point 5.625% 6/15/16

$ 2,040

$ 2,264

Portland Swr. Sys. Rev. Series 2000 A, 5.75% 8/1/18
(FGIC Insured)

1,000

1,117

Tri-County Metro. Trans. District Rev. Series A:

5.75% 8/1/14

1,520

1,724

5.75% 8/1/17

1,950

2,185

7,290

Pennsylvania - 2.6%

Allegheny County Arpt. Rev. (Pittsburgh Int'l. Arpt. Proj.)
Series A1, 5.75% 1/1/07 (MBIA Insured) (e)

2,000

2,217

Allegheny County Hosp. Dev. Auth.:

(Health Ctr.-UPMC Health Sys. Proj.) Series B, 5.25% 7/1/06 (MBIA Insured)

3,085

3,399

(UPMC Health Sys. Proj.) Series 1999 B, 4.55% 12/15/10 (AMBAC Insured)

1,330

1,423

Allegheny County San. Auth. Swr. Rev. Series 2003:

4% 12/1/04 (MBIA Insured) (g)

2,585

2,683

5% 6/1/05 (MBIA Insured) (g)

2,640

2,815

Canon McMillan School District Series 2001 B, 5.75% 12/1/33 (FGIC Insured)

1,400

1,535

Delaware County Auth. Hosp. Rev. (Crozer-Chester Med. Ctr. Proj.) 5.75% 12/15/13

1,165

1,197

Fox Chapel Area School District 4% 8/15/06
(FSA Insured) (g)

1,200

1,259

Pennsylvania Econ. Dev. Fing. Auth. Exempt Facilities Rev.:

(Amtrak Proj.) Series 2001 A:

6.125% 11/1/21 (e)

1,300

1,194

6.5% 11/1/16 (e)

1,100

1,104

(Shippingport Proj.) Series A, 5%, tender 6/1/05 (b)(e)

7,800

7,980

Pennsylvania Higher Edl. Facilities Auth. Rev. (UPMC Health Sys. Proj.) Series 2001 A, 6% 1/15/22

4,000

4,139

Pennsylvania State Univ. 5% 3/1/08

8,025

8,909

Philadelphia Gas Works Rev. 14th Series A, 6.375% 7/1/26

1,900

1,929

Philadelphia School District Series 2000 A, 5.75% 2/1/13 (FSA Insured)

2,650

3,027

Tredyffrin-Easttown School District 5.5% 2/15/14

1,595

1,771

46,581

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

South Carolina - 0.9%

South Carolina Ed. Assistance Auth. Rev. (Guaranteed Student Ln. Prog.) Series B, 5.7% 9/1/05 (e)

$ 2,000

$ 2,142

South Carolina Gen. Oblig. School Facilities 5% 1/1/05

2,205

2,360

South Carolina Jobs Econ. Dev. Auth. Econ. Dev. Rev.
(Waste Mgmt., Inc. Proj.) 4.1%, tender 11/1/04 (b)(e)

3,000

3,007

South Carolina Jobs Econ. Dev. Auth. Hosp. Facilities
Rev. (Palmetto Health Alliance Proj.) Series A, 7.125% 12/15/15

5,500

6,000

South Carolina Pub. Svc. Auth. Rev. Series D, 4% 1/1/08
(FSA Insured)

3,000

3,183

16,692

South Dakota - 0.4%

Minnehaha County Gen. Oblig.:

5.625% 12/1/16

2,000

2,219

5.625% 12/1/17

2,115

2,339

5.625% 12/1/18

2,350

2,582

7,140

Tennessee - 0.4%

Knox County Gen. Oblig. 4% 4/1/06 (g)

3,200

3,413

Memphis-Shelby County Arpt. Auth. Arpt. Rev. Series A, 6% 2/15/06 (MBIA Insured) (e)

2,000

2,202

Shelby County Gen. Oblig. Series A, 0% 5/1/11
(Pre-Refunded to 5/1/05 @ 69.561) (f)

2,200

1,467

7,082

Texas - 22.5%

Arlington Independent School District 0% 2/15/07

1,570

1,399

Austin Independent School District 5.7% 8/1/11

1,070

1,185

Austin Util. Sys. Rev. 0% 11/15/12 (AMBAC Insured)

2,000

1,329

Bexar Metro. Wtr. District Wtrwks. Sys. Rev.:

5.375% 5/1/14 (FSA Insured)

2,065

2,292

5.375% 5/1/15 (FSA Insured)

1,365

1,506

5.375% 5/1/16 (FSA Insured)

1,425

1,560

5.375% 5/1/17 (FSA Insured)

1,490

1,620

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Texas - continued

Birdville Independent School District 0% 2/15/12

$ 4,150

$ 2,844

Brazos Higher Ed. Auth., Inc. Student Ln. Rev. Series C1:

5.6% 6/1/03 (e)

5,630

5,702

5.7% 6/1/04 (e)

2,080

2,134

Brazos River Auth. Poll. Cont. Rev. (Texas Utils. Elec. Co. Proj.):

Series 1995 B, 5.05%, tender 6/19/06 (b)(e)

8,500

8,087

Series A, 4.8%, tender 4/1/03 (b)(e)

11,000

10,815

Series D, 4.25%, tender 11/1/03 (b)(e)

15,000

14,715

Brazosport Independent School District (School House Proj.) 5.4% 2/15/13

1,290

1,382

Cedar Hill Independent School District:

0% 8/15/05

2,830

2,672

0% 8/15/07

1,465

1,286

Clint Independent School District 5.5% 8/15/18 (g)

1,000

1,096

Conroe Independent School District Lot B, 0% 2/15/07

500

446

Cypress-Fairbanks Independent School District:

5.75% 2/15/08

5,480

6,263

5.75% 2/15/17

1,500

1,699

Dallas Area Rapid Transit Sales Tax Rev. 5.5% 12/1/10 (AMBAC Insured)

2,225

2,549

Dallas County Gen. Oblig. Series A:

0% 8/15/05

7,125

6,728

0% 8/15/06

6,700

6,104

0% 8/15/07

3,605

3,147

Dallas Wtrwks. & Swr. Sys. Rev. Series 2002 A, 4.5% 10/1/05 (g)

4,000

4,294

Del Valle Independent School District:

5.5% 2/1/10

1,275

1,450

5.5% 2/1/11

1,350

1,533

Eagle Mountain & Saginaw Independent School District 5.375% 8/15/13

2,705

3,040

Fort Worth Gen. Oblig. Series A, 5% 3/1/08 (g)

1,325

1,465

Garland Independent School District:

Series A, 4% 2/15/17

3,505

3,358

5.5% 2/15/12

2,180

2,448

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Texas - continued

Harris County Gen. Oblig.:

(Toll Road Proj.):

Series A, 0% 8/15/18 (AMBAC Insured) (Pre-Refunded to 8/15/09 @ 53.836) (f)

$ 7,500

$ 3,248

0% 8/1/05

16,275

15,374

0% 8/1/06

13,000

11,847

0% 10/1/14 (MBIA Insured)

8,530

5,096

0% 10/1/16 (MBIA Insured)

6,180

3,266

Harris County Health Facilities Dev. Corp. Rev. (Saint Lukes Episcopal Hosp. Proj.) Series 2001 A:

5.625% 2/15/14

2,500

2,669

5.625% 2/15/15

2,680

2,826

Houston Arpt. Sys. Rev. (Automated People Mover Proj.)
Series A, 5.375% 7/15/11 (FSA Insured) (e)

3,300

3,486

Houston Independent School District:

Series A, 0% 8/15/11

13,740

9,704

0% 8/15/15

2,000

1,133

Houston Wtr. & Swr. Sys. Rev. Series C:

0% 12/1/10 (AMBAC Insured)

2,600

1,916

0% 12/1/11 (AMBAC Insured)

8,250

5,753

Humble Independent School District:

0% 2/15/10

2,320

1,769

8% 2/15/05

820

929

Katy Independent School District Series A, 0% 2/15/07

2,550

2,272

Keller Independent School District Series A, 0% 8/15/12

1,590

1,068

Killeen Independent School District 5% 2/15/13

3,355

3,674

La Joya Independent School District 5.75% 2/15/17

2,200

2,451

Lamar Consolidated Independent School District 5.25% 2/15/14

3,750

4,026

Laredo Gen. Oblig.:

5.125% 8/15/11 (FGIC Insured)

2,225

2,442

5.25% 2/15/13 (FGIC Insured)

1,335

1,412

Leander Independent School District:

7.5% 8/15/05

600

688

7.5% 8/15/06

800

949

7.5% 8/15/07

800

975

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Texas - continued

Lewisville Independent School District 0% 8/15/08

$ 5,000

$ 4,101

Lower Colorado River Auth. Rev. 0% 1/1/09 (MBIA Insured) (Escrowed to Maturity) (f)

615

505

Mansfield Independent School District:

5.5% 2/15/13

1,575

1,771

5.5% 2/15/14

2,280

2,549

5.5% 2/15/15

2,270

2,534

5.5% 2/15/16

3,450

3,821

5.5% 2/15/18

1,000

1,090

5.5% 2/15/19

2,530

2,731

Mesquite Independent School District 5.375% 8/15/11

1,500

1,661

Midlothian Independent School District 0% 2/15/06

1,905

1,766

Montgomery County Gen. Oblig. Series A, 5.625% 3/1/19 (FSA Insured)

4,000

4,389

Mount Pleasant Independent School District 5.5%
2/15/17

1,010

1,113

North East Texas Independent School District:

7% 2/1/06

2,700

3,104

7% 2/1/07

2,850

3,366

Northside Independent School District:

Series A:

5.25% 2/15/16

2,825

3,075

5.25% 2/15/17

2,975

3,215

0% 2/1/05

6,155

5,912

5.5% 2/15/13

2,310

2,598

5.5% 2/15/16

1,000

1,105

Pearland Independent School District Series A, 5.875% 2/15/19

1,000

1,129

Pflugerville Independent School District:

5.75% 8/15/14

1,000

1,139

5.75% 8/15/17

500

560

5.75% 8/15/19

2,000

2,235

Red River Ed. Fin. Corp. Ed. Rev.:

(Hockaday School Proj.) 5.75% 5/15/19

1,210

1,316

(Texas Christian Univ. Proj.) Series 2001, 3.25%, tender 3/1/04 (b)

6,900

7,014

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Texas - continued

Rio Grande City Consolidated Independent School District:

5.875% 8/15/20

$ 2,605

$ 2,914

5.875% 8/15/22

2,925

3,252

Rockwall Independent School District:

5.375% 2/15/17

1,045

1,139

5.375% 2/15/18

1,370

1,483

5.625% 2/15/11

3,865

4,424

Round Rock Independent School District:

Series 2001 A:

5.5% 8/1/13

1,940

2,193

5.5% 8/1/15

1,510

1,688

0% 2/15/07

7,645

6,813

5.375% 8/1/15

1,000

1,111

Sabine River Auth. Poll. Cont. Rev. (Texas Utils. Elec. Co. Proj.) Series C, 4%, tender 11/1/03 (b)

5,275

5,175

San Antonio Elec. & Gas Rev.:

Series B, 0% 2/1/06 (FGIC Insured) (Escrowed to Maturity) (f)

17,500

16,368

5.375% 2/1/17 (FSA Insured)

6,000

6,543

5.75% 2/1/11 (Escrowed to Maturity) (f)

1,410

1,648

San Antonio Independent School District 5.75% 8/15/11
(Pre-Refunded to 8/15/09 @ 100) (f)

2,000

2,344

San Antonio Wtr. Sys. Rev. 5.5% 5/15/14 (FSA Insured)

3,305

3,701

Southwest Higher Ed. Auth. Rev. (Southern Methodist Univ. Proj.) 5.5% 10/1/12 (AMBAC Insured)

2,905

3,333

Spring Independent School District 0% 2/15/07

5,900

5,258

Tarrant County Health Facilities Dev. Corp. Hosp. Rev. 5.375% 11/15/20

1,250

1,236

Tarrant Reg'l. Wtr. District Tex Wtr. 4.5% 3/1/06
(FSA Insured) (g)

1,000

1,077

Texas Gen. Oblig.:

(College Student Ln. Prog.)

5.25% 8/1/09 (e)

6,885

7,591

5.375% 8/1/10 (e)

1,900

2,111

5.8% 8/1/05 (e)

2,350

2,358

(Texas Pub. Fin. Auth. Proj.) Series A, 5% 10/1/14

3,375

3,486

4.7% 8/1/05 (e)

1,390

1,485

5% 8/1/09 (e)

5,000

5,255

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Texas - continued

Texas Tpk. Auth. Central Tpk. Sys. First Tier Rev. 5.75% 8/15/38 (AMBAC Insured)

$ 8,000

$ 8,809

Texas Tpk. Auth. Dallas North Tollway Rev. 6.5% 1/1/07 (FGIC Insured)

5,090

5,896

Texas Univ. Sys. Fing. Rev.:

4% 3/15/06 (FSA Insured)

2,790

2,963

5% 3/15/08 (FSA Insured)

2,600

2,877

Travis County Health Facilities Dev. Corp. Rev.
(Ascension Health Cr. Prog.) Series A, 6.25% 11/15/19 (MBIA Insured)

4,000

4,463

Trinity River Auth. Red Oak Creek Sys. Rev. 4% 2/1/09
(FSA Insured) (g)

1,140

1,199

Trinity River Auth. Reg'l. Wastewtr. Sys. Rev.:

5% 8/1/07 (MBIA Insured) (g)

2,500

2,704

5.25% 8/1/09 (MBIA Insured) (g)

3,060

3,349

Univ. Houston Univ. Revs. Series A, 3% 2/15/05
(FSA Insured)

4,840

4,972

Waxahachie Independent School District:

0% 8/15/20 (Pre-Refunded to 8/15/10 @ 51.59) (f)

4,780

1,880

0% 8/15/21 (Pre-Refunded to 8/15/10 @ 48.18) (f)

3,860

1,418

Webb County Gen. Oblig. 5% 2/15/09 (FGIC Insured)

1,230

1,365

Yselta Independent School District 0% 8/15/11

1,100

777

395,578

Utah - 0.9%

Box Elder County School District 5% 6/15/06

3,650

4,025

Intermountain Pwr. Agcy. Pwr. Supply Rev.:

Series A, 6.5% 7/1/10 (AMBAC Insured)

165

198

Series B, 5.75% 7/1/16 (MBIA Insured)

1,000

1,125

Jordan County School District 7.625% 6/15/04

1,000

1,088

Salt Lake County Hosp. Rev. (IHC Health Svcs., Inc. Proj.) 5.5% 5/15/12 (AMBAC Insured)

5,000

5,645

Salt Lake County Wtr. Conservancy District Rev. Series A, 0% 10/1/06 (AMBAC Insured)

3,500

3,198

15,279

Vermont - 0.2%

Vermont Edl. & Health Bldgs. Fing. Agcy. Rev. (Fletcher Allen Health Care Proj.) Series 2000 A, 6.125% 12/1/27 (AMBAC Insured)

2,800

3,200

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Virginia - 0.6%

Arlington County Indl. Dev. Auth. Resource Recovery Rev. (Alexandria/Arlington Waste Proj.) Series B, 5.375% 1/1/11 (FSA Insured) (e)

$ 2,750

$ 3,015

Chesapeake Gen. Oblig. 6% 5/1/11 (Pre-Refunded to 5/1/04 @ 102) (f)

2,400

2,598

Pocahontas Parkway Assoc. Toll Road Rev. Sr. Series A, 5% 8/15/11

1,500

1,261

Virginia Hsg. Dev. Auth. Multi-family Hsg. Rev. Series I:

5.75% 5/1/07 (e)

1,380

1,479

5.85% 5/1/08 (e)

1,370

1,471

9,824

Washington - 10.0%

Clark County Pub. Util. District #1 Elec. Rev. Series B:

4% 1/1/12 (FSA Insured)

1,855

1,872

5.25% 1/1/10 (FSA Insured)

1,630

1,812

5.25% 1/1/11 (FSA Insured)

1,715

1,885

5.5% 1/1/13 (FSA Insured)

1,880

2,108

Cowlitz County Gen. Oblig.:

5.5% 11/1/11 (FSA Insured)

460

517

5.5% 11/1/11 (FSA Insured) (Pre-Refunded to 11/1/09 @ 100) (f)

2,105

2,430

Energy Northwest Elec. Rev. (#1 Proj.) Series B, 6% 7/1/17 (MBIA Insured)

4,000

4,594

Grant County Pub. Util. District #2 Elec. Rev. Series H,
5.375% 1/1/13 (FSA Insured)

5,410

6,021

Grant County Pub. Util. District #2 Wanapum Hydro Elec. Rev. Second Series B, 5.25% 1/1/14 (MBIA Insured) (e)

1,235

1,337

King County Swr. Rev. Series B:

5.5% 1/1/15 (FSA Insured)

7,245

8,038

5.5% 1/1/16 (FSA Insured)

8,000

8,844

5.5% 1/1/17 (FSA Insured)

2,565

2,815

5.5% 1/1/18 (FSA Insured)

3,010

3,285

Port of Seattle Rev.:

Series 2000 B, 5.5% 2/1/08 (MBIA Insured) (e)

6,225

6,941

Series B:

5.25% 9/1/07 (FGIC Insured) (e)

3,185

3,504

5.5% 9/1/08 (FGIC Insured) (e)

3,750

4,165

Series D, 5.75% 11/1/06 (FGIC Insured) (e)

3,660

4,091

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Washington - continued

Seattle Muni. Lt. & Pwr. Rev. 5.5% 3/1/08 (FSA Insured)

$ 6,475

$ 7,313

Seattle Wtr. Sys. Rev. Series B, 5.75% 7/1/23 (FGIC Insured)

1,000

1,095

Tumwater School District #33 Thurston County

Series 1996 B:

0% 12/1/11 (FGIC Insured)

6,415

4,493

0% 12/1/12 (FGIC Insured)

6,830

4,552

Washington Ctfs. of Prtn. (Convention & Trade Ctr. Proj.) 5% 7/1/10 (MBIA Insured)

2,500

2,725

Washington Gen. Oblig.:

(Convention & Trade Ctr. Proj.) Series AT5, 0% 8/1/12 (MBIA Insured)

2,025

1,368

Series A, 3.5% 1/1/06 (MBIA Insured)

10,000

10,451

Washington Health Care Facilities Auth. Rev.:

(Providence Health Systems Proj.) Series 2001 A, 5.5% 10/1/13 (MBIA Insured)

3,065

3,419

(Swedish Health Svcs. Proj.) 5.5% 11/15/12
(AMBAC Insured)

3,000

3,307

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #1 Rev.
Series 1997 B, 5.125% 7/1/13 (FSA Insured)

9,500

10,180

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #2 Rev.
Series A:

5% 7/1/09 (MBIA Insured)

5,000

5,232

5% 7/1/12 (FSA Insured)

3,500

3,773

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #3 Rev.:

Series B:

0% 7/1/04 (MBIA Insured)

5,450

5,311

0% 7/1/05 (MBIA Insured)

10,000

9,445

0% 7/1/07

15,130

13,172

0% 7/1/10

18,250

13,535

0% 7/1/12 (MBIA Insured)

4,000

2,687

Series C, 7.5% 7/1/08 (MBIA Insured)

7,040

8,599

174,916

Wisconsin - 0.4%

Badger Tobacco Asset Securitization Corp. 6.125% 6/1/27

2,600

2,537

Fond Du Lac School District:

5.75% 4/1/12 (FGIC Insured)

1,000

1,131

5.75% 4/1/14 (FGIC Insured)

1,000

1,129

Municipal Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Wisconsin - continued

Wisconsin Health & Edl. Facilities Auth. Rev. (Wheaton Franciscan Svcs. Proj.):

5.75% 8/15/12

$ 1,760

$ 1,931

6% 8/15/16

1,000

1,075

7,803

TOTAL MUNICIPAL BONDS

(Cost $1,688,875)

1,785,512

Municipal Notes - 1.0%

Hawaii - 1.0%

Hawaii Dept. of Budget & Fin. Spl. Purp. Rev. (Citizens Communications Co. Proj.) Series 2000, 3.2% tender 1/7/03, CP mode (e)
(Cost $17,593)

17,593

17,593

Money Market Funds - 0.3%

Shares

Fidelity Municipal Cash Central Fund, 1.67% (c)(d)
(Cost $6,000)

6,000,000

6,000

TOTAL INVESTMENT PORTFOLIO - 102.9%

(Cost $1,712,468)

1,809,105

NET OTHER ASSETS - (2.9)%

(51,180)

NET ASSETS - 100%

$ 1,757,925

Security Type Abbreviation

CP - COMMERCIAL PAPER

Legend

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

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

(c) Information in this report regarding holdings by state and security types does not reflect the holdings of the Fidelity Municipal Cash Central Fund.

(d) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(e) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(f) Security collateralized by an amount sufficient to pay interest and principal.

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

Other Information

The distribution of municipal securities by revenue source, as a percentage of total net assets, is as follows:

General Obligations

34.0%

Electric Utilities

20.3

Health Care

10.5

Transportation

8.7

Escrowed/Pre-Refunded

7.8

Water & Sewer

7.1

Special Tax

5.3

Others* (individually less than 5%)

6.3

100.0%

* Includes cash equivalents and
net other assets

Purchases and sales of securities, other than short-term securities, aggregated $718,046,000 and $517,036,000, respectively.

Income Tax Information

The fund hereby designates approximately $10,608,000 as a 20%-rate capital gain dividend for the purpose of the dividend paid deduction.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

December 31, 2002

Assets

Investment in securities, at value (cost $1,712,468) - See accompanying schedule

$ 1,809,105

Receivable for fund shares sold

3,217

Interest receivable

21,284

Redemption fees receivable

1

Other receivables

5

Total assets

1,833,612

Liabilities

Payable to custodian bank

$ 8

Payable for investments purchased on a delayed delivery basis

71,022

Payable for fund shares redeemed

1,991

Distributions payable

1,968

Accrued management fee

479

Other payables and accrued expenses

219

Total liabilities

75,687

Net Assets

$ 1,757,925

Net Assets consist of:

Paid in capital

$ 1,657,932

Undistributed net investment income

487

Accumulated undistributed net realized gain (loss) on investments

2,869

Net unrealized appreciation (depreciation) on investments

96,637

Net Assets, for 171,836 shares outstanding

$ 1,757,925

Net Asset Value, offering price and redemption price per share ($1,757,925 ÷ 171,836 shares)

$ 10.23

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended December 31, 2002

Investment Income

Interest

$ 77,774

Expenses

Management fee

$ 5,540

Transfer agent fees

1,274

Accounting fees and expenses

386

Non-interested trustees' compensation

6

Custodian fees and expenses

28

Registration fees

95

Audit

37

Legal

18

Miscellaneous

55

Total expenses before reductions

7,439

Expense reductions

(366)

7,073

Net investment income (loss)

70,701

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

16,625

Change in net unrealized appreciation (depreciation) on investment securities

54,559

Net gain (loss)

71,184

Net increase (decrease) in net assets resulting from operations

$ 141,885

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
December 31,
2002

Year ended
December 31,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 70,701

$ 64,945

Net realized gain (loss)

16,625

9,516

Change in net unrealized appreciation (depreciation)

54,559

(3,932)

Net increase (decrease) in net assets resulting
from operations

141,885

70,529

Distributions to shareholders from net investment income

(71,173)

(65,192)

Distributions to shareholders from net realized gain

(10,246)

-

Total distributions

(81,419)

(65,192)

Share transactions
Net proceeds from sales of shares

698,467

594,685

Reinvestment of distributions

54,047

44,796

Cost of shares redeemed

(542,064)

(373,822)

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

210,450

265,659

Redemption fees

49

17

Total increase (decrease) in net assets

270,965

271,013

Net Assets

Beginning of period

1,486,960

1,215,947

End of period (including undistributed net investment income of $487 and undistributed net investment income of $1,045, respectively)

$ 1,757,925

$ 1,486,960

Other Information

Shares

Sold

69,182

59,951

Issued in reinvestment of distributions

5,351

4,518

Redeemed

(53,734)

(37,720)

Net increase (decrease)

20,799

26,749

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

Annual Report

Financial Highlights

Years ended December 31,

2002

2001

2000

1999

1998

Selected Per-Share Data

Net asset value, beginning of period

$ 9.85

$ 9.78

$ 9.41

$ 9.98

$ 9.94

Income from Investment Operations

Net investment income (loss)

.427 B

.456 B, D

.478 B

.460 B

.474

Net realized and unrealized gain (loss)

.444

.073 D

.368

(.561)

.097

Total from investment operations

.871

.529

.846

(.101)

.571

Distributions from net investment income

(.431)

(.459)

(.476)

(.466)

(.474)

Distributions from net realized gain

(.060)

-

-

-

(.057)

Distributions in excess of net realized gain

-

-

-

(.003)

-

Total distributions

(.491)

(.459)

(.476)

(.469)

(.531)

Redemption fees added to paid in capital

- B

- B

-

-

-

Net asset value, end of period

$ 10.23

$ 9.85

$ 9.78

$ 9.41

$ 9.98

Total Return A

9.02%

5.48%

9.26%

(1.06)%

5.89%

Ratios to Average Net Assets C

Expenses before expense
reductions

.45%

.46%

.50%

.48%

.50%

Expenses net of voluntary
waivers, if any

.45%

.46%

.50%

.48%

.50%

Expenses net of all reductions

.42%

.39%

.49%

.48%

.50%

Net investment income (loss)

4.24%

4.60% D

5.03%

4.72%

4.58%

Supplemental Data

Net assets, end of period (in millions)

$ 1,758

$ 1,487

$ 1,216

$ 1,063

$ 1,154

Portfolio turnover rate

31%

32%

19%

21%

18%

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

B Calculated based on average shares outstanding during the period.

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

D Effective January 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. Per share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2002

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Spartan Intermediate Municipal Income Fund (the fund) is a fund of Fidelity School Street Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and electronic data processing techniques. If an event that is expected to materially affect the value of a security occurs after the close of an exchange or market on which that security trades, but prior to the NAV calculation, then that security will be fair valued taking the event into account. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

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. As a result, no provision for income taxes is required. Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund will treat a portion of the proceeds from shares redeemed as a distribution from net investment income and realized gain for income tax purposes. Capital accounts within the financial statements are adjusted for permanent and temporary book and tax differences. These adjustments have no impact on net assets or the results of operations. Temporary differences will reverse in a subsequent period. These differences are primarily due to short-term capital gains, futures transactions, market discount, capital loss carryforwards and losses deferred due to future transactions.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 99,273

|

Unrealized depreciation

(2,424)

Net unrealized appreciation (depreciation)

96,849

Undistributed long-term capital gain

1,676

Total Distributable earnings

$ 98,525

Cost for federal income tax purposes

$ 1,712,256

The tax character of distributions paid during the current and prior year was as follows:

Ordinary Income

$ 71,173

$ 65,192

Long-term Capital Gains

10,246

-

Total

$ 81,419

$ 65,192

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 30 days are subject to a short-term trading fee equal to .50% of the proceeds of the redeemed shares. The fee, which is retained by the fund, is accounted for as an addition to paid in capital.

2. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell 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. During the time a delayed delivery sell is outstanding, the contract is marked to market daily and equivalent deliverable securities are held for the transaction. The value of 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

Annual Report

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

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, or if the issuer does not issue the securities due to political, economic, or other factors.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (FMR) and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The fee is based on an annual asset based fee of .10% of the fund's average net assets plus an income based fee of 5% of the fund's gross income throughout the month. For the period, the total annual management fee rate was .33% of average net assets.

Transfer Agent and Accounting Fees. Citibank, N.A. (Citibank) is the custodian, transfer agent and shareholder servicing agent for the fund. Citibank has entered into a sub-contract with Fidelity Service Company, Inc. (FSC), an affiliate of FMR, under which FSC performs the activities associated with the fund's transfer and shareholder servicing agent and accounting functions. The fund pays account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

For the period, the transfer agent fees were equivalent to an annual rate of .08% of average net assets.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $84 for the period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Expense Reductions.

Through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $25 and $341, respectively.

Annual Report

Report of Independent Accountants

To the Trustees of Fidelity School Street Trust and the Shareholders of Spartan Intermediate Municipal Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Spartan Intermediate Municipal Income Fund (a fund of Fidelity School Street Trust) at December 31, 2002 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Spartan Intermediate Municipal Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2002 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 10, 2003

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 270 funds advised by FMR or an affiliate. Mr. McCoy oversees 272 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (72)**

Year of Election or Appointment: 1976

Trustee of School Street Trust. Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (41)**

Year of Election or Appointment: 2001

Senior Vice President of Spartan Intermediate Municipal Income (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Peter S. Lynch (59)

Year of Election or Appointment: 1990

Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

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

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

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

Name, Age; Principal Occupation

J. Michael Cook (60)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), Rockwell Automation International (2000), The Dow Chemical Company (2000), and HCA - The Healthcare Company (1999). He is a Member of the Advisory Board of the Securities Regulation Institute and of the Directorship Group, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Panel to the Comptroller General of the United States. He also serves as a member of the Board of Overseers of the Columbia Business School and a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.

Ralph F. Cox (70)

Year of Election or Appointment: 1991

Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

Phyllis Burke Davis (71)

Year of Election or Appointment: 1992

Mrs. Davis is retired from Avon Products, Inc. (consumer products) where she held various positions including Senior Vice President of Corporate Affairs and Group Vice President of U.S. product marketing, sales, distribution, and manufacturing. Mrs. Davis is a member of the Toshiba International Advisory Group of Toshiba Corporation (2001) and a member of the Board of Directors of the Southampton Hospital in Southampton, N.Y. (1998). Previously, she served as a Director of BellSouth Corporation (telecommunications), Eaton Corporation (diversified industrial), the TJX Companies, Inc. (retail stores), Hallmark Cards, Inc., and Nabisco Brands, Inc.

Robert M. Gates (59)

Year of Election or Appointment: 1997

Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of Charles Stark Draper Laboratory (non-profit), NACCO Industries, Inc. (mining and manufacturing), and Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

Donald J. Kirk (70)

Year of Election or Appointment: 1987

Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

Marie L. Knowles (56)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (58)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and Chief Executive Officer (1999) and as a Director (1998) of Acterna Corporation (communications test equipment). He is also Co-Chairman and C.E.O. of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (diversified industrial, 1997), Axcelis Technologies (semiconductors, 2000), and the Philharmonic Center for the Arts in Naples, Florida (1999). He also serves on the Board of Trustees of Fairfield University and is a member of the Council on Foreign Relations.

Marvin L. Mann (69)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Board member of Imation Corp. (imaging and information storage, 1997) and Acterna Corporation (communications test equipment, 1999). He is also a member of the Director Services Committee of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (69)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), Progress Energy, Inc. (electric utility), and Acterna Corporation (communications test equipment, 1999). He is also a partner of Franklin Street Partners (private investment management firm, 1997) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

William S. Stavropoulos (63)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman of the Board and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions, 1997), BellSouth Corporation (telecommunications, 1997), Chemical Financial Corporation, Computer Associates International Inc. (integrated computer software products, 2002), and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research and Fordham University. In addition, Mr. Stavropoulos is a member of the American Chemical Society, The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

Executive Officers:

Correspondence intended for each executive officer may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Dwight D. Churchill (49)

Year of Election or Appointment: 1997

Vice President of Spartan Intermediate Municipal Income. He serves as Head of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds (1997), and Senior Vice President of FIMM (2000) and FMR (1997). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.

Charles S. Morrison (42)

Year of Election or Appointment: 2002

Vice President of Spartan Intermediate Municipal Income. Mr. Morrison also serves as Vice President of Fidelity's Bond Funds (2002), and Vice President of certain Asset Allocation and Balanced Funds (2002). He serves as Vice President (2002) and Bond Group Leader (2002) of Fidelity Investments Fixed Income Division. Mr. Morrison is also Vice President of FIMM (2002) and FMR (2002). Mr. Morrison joined Fidelity in 1987 as a Corporate Bond Analyst in the Fixed Income Research Division.

Eric D. Roiter (54)

Year of Election or Appointment: 1998

Secretary of Spartan Intermediate Municipal Income. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter was an Adjunct Member, Faculty of Law, at Columbia University Law School (1996-1997).

Maria F. Dwyer (44)

Year of Election or Appointment: 2002

President and Treasurer of Spartan Intermediate Municipal Income. Ms. Dwyer also serves as President andTreasurer of other Fidelity funds (2002) and is a Vice President (1999) and an employee (1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS Investment Management.

Timothy F. Hayes (52)

Year of Election or Appointment: 2002

Chief Financial Officer of Spartan Intermediate Municipal Income. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). In 2001, Mr. Hayes was appointed President of Fidelity Investments Operations Group (FIOG), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).

Stanley N. Griffith (56)

Year of Election or Appointment: 1998

Assistant Vice President of Spartan Intermediate Municipal Income. Mr. Griffith is Assistant Vice President of Fidelity's Fixed-Income Funds (1998), Assistant Secretary of FIMM (1998), Vice President of Fidelity Investments' Fixed-Income Division (1998), and is an employee of FMR.

John H. Costello (56)

Year of Election or Appointment: 1986

Assistant Treasurer of Spartan Intermediate Municipal Income. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Francis V. Knox, Jr. (55)

Year of Election or Appointment: 2002

Assistant Treasurer of Spartan Intermediate Municipal Income. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).

Mark Osterheld (47)

Year of Election or Appointment: 2002

Assistant Treasurer of Spartan Intermediate Municipal Income. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Thomas J. Simpson (44)

Year of Election or Appointment: 1996

Assistant Treasurer of Spartan Intermediate Municipal Income. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Annual Report

Distributions

The Board of Trustees of Spartan Intermediate Municipal Income Fund voted to pay on February 10, 2003, to shareholders of record at the opening of business on February 7, 2003, a distribution of $.01 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates 100% of the long-term capital gain dividends distributed during the fiscal year as 20%-rate capital gain dividends.

During fiscal year ended 2002, 100% of the fund's income dividends was free from federal income tax, and 14.74% of the fund's income dividends was subject to the federal alternative minimum tax.

The fund will notify shareholders in January 2003 of amounts for use in preparing 2002 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on September 18, 2002. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes

% of
Votes

Affirmative

1,288,195,689.40

87.130

Against

59,837,700.18

4.047

Abstain

66,870,615.36

4.523

Broker
Non-Votes

63,578,790.11

4.300

TOTAL

1,478,482,795.05

100.000

PROPOSAL 2

To authorize the Trustees to increase the maximum number of Trustees.*

# of
Votes

% of
Votes

Affirmative

1,265,038,842.24

85.563

Against

153,176,235.98

10.361

Abstain

60,267,716.83

4.076

TOTAL

1,478,482,795.05

100.000

PROPOSAL 3

To authorize the Trustees to clarify the scope of the Trustees' authority regarding mergers, consolidations, incorporations, and reorganizations.*

# of
Votes

% of
Votes

Affirmative

1,278,011,067.16

86.441

Against

74,209,385.21

5.019

Abstain

62,683,552.57

4.240

Broker
Non-Votes

63,578,790.11

4.300

TOTAL

1,478,482,795.05

100.000

PROPOSAL 4

To authorize the Trustees to enter into management contracts on behalf of a new fund.*

# of
Votes

% of
Votes

Affirmative

1,245,890,930.80

84.268

Against

98,700,857.54

6.676

Abstain

70,312,216.60

4.756

Broker
Non-Votes

63,578,790.11

4.300

TOTAL

1,478,482,795.05

100.000

PROPOSAL 5

To elect a Board of Trustees.*

# of
Votes

% of
Votes

J. Michael Cook

Affirmative

1,411,053,067.59

95.439

Withheld

67,429,727.46

4.561

TOTAL

1,478,482,795.05

100.000

Ralph F. Cox

Affirmative

1,410,166,404.98

95.379

Withheld

68,316,390.07

4.621

TOTAL

1,478,482,795.05

100.000

Phyllis Burke Davis

Affirmative

1,408,464,277.11

95.264

Withheld

70,018,517.94

4.736

TOTAL

1,478,482,795.05

100.000

Robert M. Gates

Affirmative

1,411,161,494.77

95.447

Withheld

67,321,300.28

4.553

TOTAL

1,478,482,795.05

100.000

# of
Votes

% of
Votes

Abigail P. Johnson

Affirmative

1,406,102,760.86

95.104

Withheld

72,380,034.19

4.896

TOTAL

1,478,482,795.05

100.000

Edward C. Johnson 3d

Affirmative

1,407,689,158.72

95.212

Withheld

70,793,636.33

4.788

TOTAL

1,478,482,795.05

100.000

Donald J. Kirk

Affirmative

1,411,739,690.64

95.486

Withheld

66,743,104.41

4.514

TOTAL

1,478,482,795.05

100.000

Marie L. Knowles

Affirmative

1,412,764,570.79

95.555

Withheld

65,718,224.26

4.445

TOTAL

1,478,482,795.05

100.000

Ned C. Lautenbach

Affirmative

1,412,976,011.53

95.569

Withheld

65,506,783.52

4.431

TOTAL

1,478,482,795.05

100.000

Peter S. Lynch

Affirmative

1,411,348,873.56

95.459

Withheld

67,133,921.49

4.541

TOTAL

1,478,482,795.05

100.000

Marvin L. Mann

Affirmative

1,411,908,593.93

95.497

Withheld

66,574,201.12

4.503

TOTAL

1,478,482,795.05

100.000

William O. McCoy

Affirmative

1,411,926,873.54

95.498

Withheld

66,555,921.51

4.502

TOTAL

1,478,482,795.05

100.000

William S. Stavropoulos

Affirmative

1,404,489,525.50

94.995

Withheld

73,993,269.55

5.005

TOTAL

1,478,482,795.05

100.000

PROPOSAL 7

To amend the fund's fundamental investment limitation concerning underwriting.

# of
Votes

% of
Votes

Affirmative

808,609,801.62

81.711

Against

74,391,985.03

7.517

Abstain

62,414,211.43

6.308

Broker
Non-Votes

44,174,735.12

4.464

TOTAL

989,590,733.20

100.00

PROPOSAL 8

To amend the fund's fundamental investment limitation concerning lending.

# of
Votes

% of
Votes

Affirmative

797,676,796.69

80.607

Against

84,962,165.49

8.585

Abstain

62,777,035.90

6.344

Broker
Non-Votes

44,174,735.12

4.464

TOTAL

989,590,733.20

100.00

*Denotes trust-wide proposals and voting results.

Annual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Annual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Annual Report

To Write Fidelity

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

(letter_graphic)Making Changes
To Your Account

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

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

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Buying shares

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

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Fidelity Investments
Attn: Distribution Services
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General Correspondence

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

(letter_graphic)For Retirement
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Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Distribution Services
2300 Litton Lane - KH2GC
Hebron, KY 41048-9397

General Correspondence

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

Annual Report

Annual Report

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Fidelity Management & Research Company

Boston, MA

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