N-CSRS 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2676

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

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

December 31

Date of reporting period:

June 30, 2005

Item 1. Reports to Stockholders

Fidelity®

New Markets Income

Fund

Semiannual Report

June 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the share-holder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

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

Beginning
Account Value
January 1, 2005

Ending
Account Value
June 30, 2005

Expenses Paid
During Period
*
January 1, 2005
to June 30, 2005

Actual

$ 1,000.00

$ 1,050.10

$ 4.88

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.03

$ 4.81

* Expenses are equal to the Fund's annualized expense ratio of .96%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Five Countries as of June 30, 2005

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazil

17.7

14.6

Mexico

10.2

9.9

Turkey

7.2

4.3

Russia

7.0

14.6

Venezuela

6.7

12.0

Percentages are adjusted for the effect of open futures contracts, if applicable.

Top Five Holdings as of June 30, 2005

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazilian Federative Republic

17.5

14.4

United Mexican States

10.2

9.9

Turkish Republic

7.2

4.3

Venezuelan Republic

6.7

12.0

Philippine Republic

5.5

4.6

47.1

Asset Allocation (% of fund's net assets)

As of June 30, 2005

As of December 31, 2004

Corporate Bonds 11.0%

Corporate Bonds 8.9%

Government
Obligations 72.4%

Government
Obligations 72.1%

Stocks 0.1%

Stocks 0.2%

Other Investments 1.0%

Other Investments 0.0%

Short-Term
Investments and
Net Other Assets 15.5%

Short-Term
Investments and
Net Other Assets 18.8%



Semiannual Report

Investments June 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 11.0%

Principal Amount (f)

Value
(Note 1)

Bahamas (Nassau) - 0.5%

Odebrecht Overseas Ltd. 11.5% 2/25/09 (e)

$ 5,787,000

$ 6,568,245

Brazil - 0.2%

Braskem SA 11.75% 1/22/14 (e)

2,135,000

2,572,675

Cayman Islands - 0.3%

CSN Islands VIII Corp. 9.75% 12/16/13 (e)

3,660,000

3,952,800

Egypt - 0.4%

Telecom Egypt SAE:

10.7% 2/4/10 (g)

EGP

17,205,300

2,977,074

10.95% 2/4/10

EGP

17,205,300

3,002,873

TOTAL EGYPT

5,979,947

Germany - 0.5%

Citigroup Global Markets Deutschland AG 9.25% 4/19/14 (e)

6,690,000

6,857,250

Dresdner Bank AG for Kyivstar GSM 7.75% 4/27/12 (e)

1,145,000

1,146,489

TOTAL GERMANY

8,003,739

Indonesia - 0.0%

APP International Finance (Mauritius) Ltd.:

0% 7/5/01 (c)(e)

4,420,000

265,200

0% 7/5/01 (Reg. S) (c)

1,335,000

80,100

TOTAL INDONESIA

345,300

Korea (South) - 0.3%

Hanarotelecom, Inc. 7% 2/1/12 (e)

3,930,000

3,890,700

Luxembourg - 1.1%

Millicom International Cellular SA 10% 12/1/13

9,050,000

9,004,750

Mobile Telesystems Finance SA 8% 1/28/12 (e)

7,230,000

7,320,375

TOTAL LUXEMBOURG

16,325,125

Malaysia - 1.5%

Petroliam Nasional BHD (Petronas):

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

1,670,000

2,129,250

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

3,200,000

3,960,000

Petronas Capital Ltd.:

7% 5/22/12

9,330,000

10,665,356

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

4,005,000

5,108,878

TOTAL MALAYSIA

21,863,484

Nonconvertible Bonds - continued

Principal Amount (f)

Value
(Note 1)

Netherlands - 0.5%

PT Indosat International Finance Co. BV 7.125% 6/22/12 (e)

$ 7,905,000

$ 7,954,406

Russia - 2.8%

Mobile Telesystems Finance SA 9.75% 1/30/08 (Reg. S)

5,375,000

5,764,688

OAO Gazprom:

9.625% 3/1/13

23,790,000

29,111,823

10.5% 10/21/09

4,975,000

5,957,563

TOTAL RUSSIA

40,834,074

Tunisia - 0.3%

Banque Centrale de Tunisie 7.375% 4/25/12

3,855,000

4,433,250

United Kingdom - 0.2%

Standard Bank London Ltd. 8.125% 9/30/09

3,100,000

3,262,750

United States of America - 2.4%

Pemex Project Funding Master Trust:

8.625% 2/1/22

2,995,000

3,676,363

9.125% 10/13/10

26,935,000

31,682,294

TOTAL UNITED STATES OF AMERICA

35,358,657

TOTAL NONCONVERTIBLE BONDS

(Cost $161,562,594)

161,345,152

Government Obligations - 72.4%

Argentina - 4.7%

Argentine Republic:

3.01% 8/3/12 (g)

39,810,000

35,495,794

discount 8.28% (with partial capitalization through 12/31/2013) 12/31/33 unit (h)

36,790,040

33,865,232

TOTAL ARGENTINA

69,361,026

Brazil - 17.5%

Brazilian Federative Republic:

Brady:

capitalization bond 8% 4/15/14

51,629,294

52,855,476

debt conversion bond 4.3125% 4/15/12 (g)

4,381,233

4,211,460

4.3125% 4/15/12 (g)

11,422,500

10,979,878

8.875% 10/14/19

7,845,000

8,315,700

8.875% 4/15/24

14,340,000

14,913,600

10.25% 6/17/13

28,265,000

33,070,050

10.5% 7/14/14

34,610,000

41,064,765

11% 8/17/40

8,795,000

10,589,180

Government Obligations - continued

Principal Amount (f)

Value
(Note 1)

Brazil - continued

Brazilian Federative Republic: - continued

11.5% 3/12/08

$ 17,890,000

$ 20,573,500

12% 4/15/10

28,965,000

35,192,475

12.75% 1/15/20

9,310,000

12,708,150

14.5% 10/15/09

10,300,000

13,390,000

TOTAL BRAZIL

257,864,234

Colombia - 3.3%

Colombian Republic:

8.125% 5/21/24

2,860,000

2,845,700

9.75% 4/23/09

3,965,000

4,555,785

10% 1/23/12

6,385,000

7,438,525

10.375% 1/28/33

3,410,000

4,057,900

10.5% 7/9/10

11,765,000

14,000,350

10.75% 1/15/13

4,240,000

5,155,840

11.75% 2/25/20

7,860,000

10,335,900

TOTAL COLOMBIA

48,390,000

Dominican Republic - 0.3%

Dominican Republic 9.04% 1/23/18 (e)

4,030,000

4,206,313

El Salvador - 0.3%

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

3,530,000

4,094,800

Guatemala - 0.2%

Guatemalan Republic (Reg. S) 10.25% 11/8/11

3,205,000

3,874,044

Indonesia - 0.1%

Indonesian Republic 7.25% 4/20/15 (e)

2,305,000

2,333,813

Ivory Coast - 0.3%

Ivory Coast:

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

9,628,250

1,781,226

FLIRB 2.5% 3/29/18 (Reg. S) (c)(g)

11,330,000

2,096,050

TOTAL IVORY COAST

3,877,276

Jamaica - 0.3%

Jamaican Government 11.75% 5/15/11 (Reg. S)

3,230,000

4,118,250

Lebanon - 2.6%

Lebanese Republic:

6.77% 11/30/09 (e)(g)

9,935,000

9,761,138

6.77% 11/30/09 (g)

3,165,000

3,109,613

10.125% 8/6/08

3,555,000

3,821,625

Government Obligations - continued

Principal Amount (f)

Value
(Note 1)

Lebanon - continued

Lebanese Republic: - continued

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

$ 6,520,000

$ 7,106,800

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

12,125,000

14,065,000

TOTAL LEBANON

37,864,176

Mexico - 10.2%

United Mexican States:

5.875% 1/15/14

13,020,000

13,586,370

6.375% 1/16/13

7,725,000

8,292,788

6.625% 3/3/15

20,780,000

22,878,780

6.75% 9/27/34

30,505,000

32,259,038

7.5% 1/14/12

8,605,000

9,715,045

7.5% 4/8/33

15,870,000

18,290,175

8% 9/24/22

6,960,000

8,526,000

8.125% 12/30/19

13,255,000

16,283,768

11.375% 9/15/16

6,895,000

10,256,313

11.5% 5/15/26

6,655,000

10,681,275

TOTAL MEXICO

150,769,552

Nigeria - 0.1%

Central Bank of Nigeria:

promissory note 5.092% 1/5/10

1,060,634

1,054,788

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

4,000

120,000

TOTAL NIGERIA

1,174,788

Pakistan - 0.2%

Pakistani Republic 6.75% 2/19/09

3,405,000

3,456,075

Panama - 1.9%

Panamanian Republic:

7.25% 3/15/15

4,980,000

5,403,300

8.875% 9/30/27

2,410,000

2,879,950

9.375% 7/23/12

2,925,000

3,539,250

9.375% 1/16/23

3,345,000

4,139,438

9.375% 4/1/29

1,425,000

1,759,875

9.625% 2/8/11

8,765,000

10,386,525

TOTAL PANAMA

28,108,338

Peru - 3.5%

Peruvian Republic:

8.375% 5/3/16

4,295,000

4,831,875

8.75% 11/21/33

3,190,000

3,604,700

9.125% 2/21/12

15,250,000

17,995,000

Government Obligations - continued

Principal Amount (f)

Value
(Note 1)

Peru - continued

Peruvian Republic: - continued

9.875% 2/6/15

$ 9,380,000

$ 11,584,300

euro Brady past due interest 5% 3/7/17 (g)

13,787,000

13,235,520

TOTAL PERU

51,251,395

Philippines - 5.5%

Philippine Republic:

8.25% 1/15/14

5,745,000

5,773,725

8.375% 3/12/09

4,885,000

5,178,100

8.375% 2/15/11

21,015,000

21,803,063

8.875% 3/17/15

10,525,000

10,972,313

9% 2/15/13

9,810,000

10,349,550

9.5% 2/2/30

6,690,000

6,823,800

9.875% 3/16/10

6,420,000

7,134,225

9.875% 1/15/19

5,550,000

6,000,938

10.625% 3/16/25

6,130,000

6,865,600

TOTAL PHILIPPINES

80,901,314

Russia - 4.1%

Russian Federation:

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

9,062,500

10,150,000

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

18,392,000

27,473,050

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

12,352,000

22,357,120

TOTAL RUSSIA

59,980,170

Serbia & Montenegro - 0.3%

Republic of Serbia 3.75% 11/1/24 (d)(e)

5,575,000

4,801,748

South Africa - 1.7%

South African Republic:

7.375% 4/25/12

16,425,000

18,888,750

8.5% 6/23/17

2,395,000

3,095,538

9.125% 5/19/09

2,305,000

2,676,681

TOTAL SOUTH AFRICA

24,660,969

Turkey - 7.2%

Turkish Republic:

7% 6/5/20

4,645,000

4,540,488

7.25% 3/15/15

6,695,000

6,912,588

7.375% 2/5/25

7,070,000

7,003,754

9% 6/30/11

4,340,000

4,925,900

9.5% 1/15/14

9,065,000

10,708,031

11% 1/14/13

12,185,000

15,444,488

Government Obligations - continued

Principal Amount (f)

Value
(Note 1)

Turkey - continued

Turkish Republic: - continued

11.5% 1/23/12

$ 17,585,000

$ 22,464,838

11.75% 6/15/10

16,375,000

20,345,938

11.875% 1/15/30

3,780,000

5,471,550

12.375% 6/15/09

7,115,000

8,751,450

TOTAL TURKEY

106,569,025

Ukraine - 1.2%

Ukraine Government:

(Reg. S) 6.875% 3/4/11

3,260,000

3,431,150

6.365% 8/5/09 (g)

6,405,000

6,917,400

7.65% 6/11/13 (Reg. S)

7,395,000

8,152,988

TOTAL UKRAINE

18,501,538

Uruguay - 0.2%

Uruguay Republic 7.25% 2/15/11

2,650,000

2,666,563

Venezuela - 6.7%

Venezuelan Republic:

oil recovery rights 4/15/20 (i)

74,625

1,772,344

4.15% 4/20/11 (g)

31,350,000

28,685,250

5.375% 8/7/10

15,855,000

14,745,150

7% 12/1/18 (Reg. S)

5,395,000

4,788,063

9.25% 9/15/27

17,665,000

18,574,748

10.75% 9/19/13

13,935,000

16,303,950

13.625% 8/15/18

9,903,000

13,329,438

TOTAL VENEZUELA

98,198,943

TOTAL GOVERNMENT OBLIGATIONS

(Cost $1,016,242,410)

1,067,024,350

Common Stocks - 0.1%

Shares

Bermuda - 0.1%

APP China Group Ltd.
(Cost $2,054,053)

42,508

2,167,908

Sovereign Loan Participations - 0.9%

Principal Amount (f)

Value
(Note 1)

Morocco - 0.9%

Moroccan Kingdom loan participation - JP Morgan 3.8025% 1/2/09 (g)
(Cost $12,957,692)

$ 13,080,000

$ 12,916,500

Money Market Funds - 13.4%

Shares

Fidelity Cash Central Fund, 3.21% (b)
(Cost $198,050,469)

198,050,469

198,050,469

Cash Equivalents - 0.2%

Maturity Amount

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.91%, dated 6/30/05 due 7/1/05)
(Cost $2,188,000)

$ 2,188,177

2,188,000

Purchased Options - 0.1%

Expiration Date/Strike Price

Underlying Face Amount

Russia - 0.1%

Lehman Brothers Holdings, Inc. Call Option
on $88,935,000 notional amount of Russian Federation 5% 3/31/30 (Reg. S)
(Cost $613,652)

July 2005/ $110.19

$ 99,607,200

1,734,233

TOTAL INVESTMENT PORTFOLIO - 98.1%

(Cost $1,393,668,870)

1,445,426,612

NET OTHER ASSETS - 1.9%

27,981,641

NET ASSETS - 100%

$ 1,473,408,253

Security Type Abbreviations

FLIRB

-

Front Loaded Interest Reduction Bonds

Currency Abbreviations

EGP

-

Egyptian pound

Legend

(a) Non-income producing

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

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

(d) 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.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $61,631,152 or 4.2% of net assets.

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

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

(h) Includes attached Argentine Republic Gross Domestic Product-Linked Securities, expiring 12/15/35.

(i) Quantity represents share amount.

Other Information

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

AAA, AA, A

1.5%

BBB

19.0%

BB

13.8%

B

47.9%

CCC, CC, C

0.0%

Not Rated

2.1%

Equities

0.1%

Other Investments

0.1%

Short-Term Investments and Net Other Assets

15.5%

100.0%

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

June 30, 2005 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $2,188,000) (cost $1,393,668,870) - See accompanying schedule

$ 1,445,426,612

Cash

922

Receivable for investments sold

4,257,487

Receivable for fund shares sold

3,408,766

Interest receivable

27,311,587

Prepaid expenses

1,901

Other affiliated receivables

204

Other receivables

798,719

Total assets

1,481,206,198

Liabilities

Payable for investments purchased

$ 5,435,477

Payable for fund shares redeemed

635,411

Distributions payable

578,597

Accrued management fee

800,160

Other affiliated payables

242,672

Other payables and accrued expenses

105,628

Total liabilities

7,797,945

Net Assets

$ 1,473,408,253

Net Assets consist of:

Paid in capital

$ 1,399,651,044

Undistributed net investment income

8,574,363

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

13,306,081

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

51,876,765

Net Assets, for 102,887,906 shares outstanding

$ 1,473,408,253

Net Asset Value, offering price and redemption price per share ($1,473,408,253 ÷ 102,887,906 shares)

$ 14.32

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2005 (Unaudited)

Investment Income

Dividends

$ 285,484

Interest

46,386,892

Total income

46,672,376

Expenses

Management fee

$ 4,328,211

Transfer agent fees

1,082,234

Accounting fees and expenses

281,820

Independent trustees' compensation

2,810

Custodian fees and expenses

169,401

Registration fees

116,634

Audit

50,941

Legal

64,973

Miscellaneous

4,590

Total expenses before reductions

6,101,614

Expense reductions

(19,584)

6,082,030

Net investment income

40,590,346

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

20,226,515

Foreign currency transactions

(592,353)

Total net realized gain (loss)

19,634,162

Change in net unrealized appreciation (depreciation) on:

Investment securities

4,642,651

Assets and liabilities in foreign currencies

84,679

Total change in net unrealized appreciation (depreciation)

4,727,330

Net gain (loss)

24,361,492

Net increase (decrease) in net assets resulting from operations

$ 64,951,838

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
June 30, 2005
(Unaudited)

Year ended
December 31, 2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 40,590,346

$ 57,307,201

Net realized gain (loss)

19,634,162

42,817,588

Change in net unrealized appreciation (depreciation)

4,727,330

3,563,130

Net increase (decrease) in net assets resulting from operations

64,951,838

103,687,919

Distributions to shareholders from net investment income

(36,914,731)

(59,295,326)

Distributions to shareholders from net realized gain

(24,986,175)

(23,403,975)

Total distributions

(61,900,906)

(82,699,301)

Share transactions
Proceeds from sales of shares

495,950,548

542,449,906

Reinvestment of distributions

56,416,856

75,041,520

Cost of shares redeemed

(182,900,205)

(408,695,095)

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

369,467,199

208,796,331

Redemption fees

238,047

539,982

Total increase (decrease) in net assets

372,756,178

230,324,931

Net Assets

Beginning of period

1,100,652,075

870,327,144

End of period (including undistributed net investment income of $8,574,363 and undistributed net investment income of $4,898,748, respectively)

$ 1,473,408,253

$ 1,100,652,075

Other Information

Shares

Sold

35,221,980

38,999,881

Issued in reinvestment of distributions

4,003,062

5,425,865

Redeemed

(13,127,184)

(30,267,806)

Net increase (decrease)

26,097,858

14,157,940

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

Semiannual Report

Financial Highlights

Six months ended June 30, 2005

Years ended December 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 14.33

$ 13.90

$ 11.32

$ 10.91

$ 11.39

$ 11.13

Income from Investment Operations

Net investment income D

.441

.857

.899

.868 G

1.242 F, G

1.092

Net realized and unrealized gain (loss)

.249

.775

2.503

.435 G

(.527) F, G

.452

Total from investment operations

.690

1.632

3.402

1.303

.715

1.544

Distributions from net investment income

(.403)

(.880)

(.795)

(.909)

(1.207)

(1.080)

Distributions in excess of net investment income

-

-

-

-

-

(.216)

Distributions from net realized gain

(.300)

(.330)

(.050)

-

-

-

Total distributions

(.703)

(1.210)

(.845)

(.909)

(1.207)

(1.296)

Redemption fees added to paid in capital D

.003

.008

.023

.016

.012

.012

Net asset value, end of period

$ 14.32

$ 14.33

$ 13.90

$ 11.32

$ 10.91

$ 11.39

Total Return B, C

5.01%

12.50%

31.11%

12.62%

6.65%

14.38%

Ratios to Average Net Assets E

Expenses before expense reductions

.96% A

.94%

.97%

1.00%

1.00%

1.00%

Expenses net of voluntary waivers, if any

.96% A

.94%

.97%

1.00%

1.00%

1.00%

Expenses net of all reductions

.96% A

.94%

.97%

1.00%

.99%

.99%

Net investment income

6.38% A

6.26%

7.00%

7.90% G

11.04% F, G

9.41%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,473,408

$ 1,100,652

$ 870,327

$ 425,175

$ 298,287

$ 266,329

Portfolio turnover rate

255% A

237%

270%

219%

259%

278%

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

F 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. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

G As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the years ended December 31, 2002 and December 31, 2001 have been reclassified from what was previously reported. The impact of this change for the years ended December 31, 2002 and December 31, 2001 was a decrease to net investment income of $.064 and $.064 per share with a corresponding increase to net realized and unrealized gain (loss) per share, respectively. The ratio of net investment income to average net assets decreased from 8.48% and 11.61% to 7.90% and 11.04%, respectively. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2005 (Unaudited)

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, including restricted 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 valuation models. Equity securities, including restricted 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 prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. 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.

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

Semiannual Report

1. Significant Accounting Policies - continued

Foreign Currency - continued

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

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

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

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. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to foreign currency transactions, prior period premium and discount on debt securities, market discount, and losses deferred due to wash sales.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 57,595,693

Unrealized depreciation

(5,421,504)

Net unrealized appreciation (depreciation)

$ 52,174,189

Cost for federal income tax purposes

$ 1,393,252,423

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

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

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 a fund's exposure to the underlying instrument. Buying puts and writing calls tend to decrease a 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.

Semiannual Report

2. Operating Policies - continued

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 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, including revolving credit facilities,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. The fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $1,742,765,105 and $1,414,175,127, respectively.

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 .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized 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 shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .17% of average net assets.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

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 Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $1,069,627 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

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 $4,367 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 $5,969 and $9,248, 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. Other.

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

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity New Markets Income Fund

Each year, typically in June, the Board of Trustees, including the independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders by Fidelity. At the time of the renewal, the Board had 11 standing committees, each composed of independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically during the first six months of each year and as necessary to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2005 meeting, the Board of Trustees, including the independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (1) the nature, extent, and quality of the services to be provided to the fund and its shareholders by Fidelity (including the investment performance of the fund); (2) the competitiveness of the management fee and total expenses of the fund; (3) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (4) the extent to which economies of scale would be realized as the fund grows; and (5) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided by Fidelity. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Fidelity Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily decided in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources. The Board also considered the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

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

Semiannual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in June 2004, Fidelity has taken a number of actions that benefited particular funds, including (i) voluntarily deciding in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources, (ii) contractually agreeing to impose management fee reductions and expense limitations on its five Spartan stock index funds and its stock index fund available through variable insurance products, (iii) contractually agreeing to eliminate the management fees on the Fidelity Freedom Funds and the Fidelity Advisor Freedom Funds, (iv) contractually agreeing to reduce the management fees on most of its investment-grade taxable bond funds, and (v) contractually agreeing to impose expense limitations on its retail and Spartan investment-grade taxable bond funds.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2004, the fund's returns, the returns of a broad-based securities market index ("benchmark"), and a range of returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued



The Board noted that the relative investment performance of the fund has compared favorably to its Lipper peer group over time. The Board also noted that the relative investment performance of the fund has compared favorably to its benchmark over time.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

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

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 50% would mean that 50% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile ("quadrant") in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Semiannual Report



The Board noted that the fund's management fee ranked equal to the median of its Total Mapped Group and above the median of its ASPG for 2004. The Board considered that, with the fund's emphasis on emerging markets, the fund has a narrower investment focus than most of the funds in the Total Mapped Group, which includes international and global bond funds in addition to emerging market debt funds. Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's total expenses ranked below its competitive median for 2004.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business. In addition, a special committee of the Board reviewed services provided to Fidelity by its affiliates and determined that the fees that Fidelity paid for such services were reasonable.

Semiannual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

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

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information regarding (i) Fidelity's fund profitability methodology, including additional detail on various cost allocations; (ii) fall-out benefits to Fidelity; and (iii) compensation of portfolio managers and research analysts.

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

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

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

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

NMI-USAN-0805
1.787782.102

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

Fidelity®

Strategic Income

Fund

Semiannual Report

June 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

Central Fund Investments

<Click Here>

Complete list of investments for Fidelity's fixed-income central funds.

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

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

Beginning
Account Value
January 1, 2005

Ending
Account Value
June 30, 2005

Expenses Paid
During Period
*
January 1, 2005
to June 30, 2005

Actual

$ 1,000.00

$ 1,013.50

$ 3.79

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,021.03

$ 3.81

* Expenses are equal to the Fund's annualized expense ratio of .76%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Five Holdings as of June 30, 2005

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

U.S. Treasury Obligations

16.9

12.7

Fannie Mae

5.5

3.4

German Federal Republic

3.3

5.2

Freddie Mac

2.5

1.4

Brazilian Federative Republic

2.4

2.5

30.6

Top Five Market Sectors as of June 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

12.3

11.5

Telecommunication Services

8.8

9.2

Energy

4.8

4.8

Financials

4.2

6.6

Materials

4.1

4.7

Quality Diversification (% of fund's net assets)

As of June 30, 2005

As of December 31, 2004

U.S. Government
and U.S. Government
Agency
Obligations 26.6%

U.S. Government
and U.S. Government
Agency
Obligations 19.5%

AAA, AA, A 11.9%

AAA, AA, A 14.0%

BBB 4.8%

BBB 4.0%

BB 13.2%

BB 14.2%

B 25.7%

B 27.0%

CCC, CC, C 7.4%

CCC, CC, C 8.5%

Not Rated 2.4%

Not Rated 2.4%

Equities 1.2%

Equities 1.4%

Short-Term
Investments and
Net Other Assets 6.8%

Short-Term
Investments and
Net Other Assets 9.0%



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

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central funds.

Asset Allocation (% of fund's net assets)

As of June 30, 2005 *

As of December 31, 2004 **

Corporate Bonds 41.8%

Corporate Bonds 45.8%

U.S. Government and U.S. Government
Agency
Obligations 26.6%

U.S. Government and U.S. Government
Agency
Obligations 19.5%

Foreign Government
& Government
Agency
Obligations 20.4%

Foreign Government
& Government
Agency
Obligations 22.2%

Stocks 1.2%

Stocks 1.4%

Other Investments 3.2%

Other Investments 2.1%

Short-Term
Investments and
Net Other Assets*** 6.8%

Short-Term
Investments and
Net Other Assets 9.0%

* Foreign investments

31.8%

** Foreign investments

34.9%



*** Includes short-term foreign government obligations of .3%.

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central funds.

Semiannual Report

Investments June 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 41.7%

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Convertible Bonds - 0.1%

INFORMATION TECHNOLOGY - 0.1%

Semiconductors & Semiconductor Equipment - 0.1%

Atmel Corp. 0% 5/23/21

$ 6,275

$ 2,914

ON Semiconductor Corp. 0% 4/15/24

620

445

3,359

Nonconvertible Bonds - 41.6%

CONSUMER DISCRETIONARY - 10.9%

Auto Components - 0.9%

Affinia Group, Inc. 9% 11/30/14 (g)

9,295

7,808

Delco Remy International, Inc.:

8.625% 12/15/07

2,895

2,823

9.375% 4/15/12

1,000

815

11% 5/1/09

2,540

2,337

Intermet Corp. 9.75% 6/15/09 (c)

3,090

1,329

Stoneridge, Inc. 11.5% 5/1/12

635

651

Tenneco Automotive, Inc. 8.625% 11/15/14

5,350

5,377

TRW Automotive Acquisition Corp.:

9.375% 2/15/13

4,626

5,112

11% 2/15/13

2,439

2,793

United Components, Inc. 9.375% 6/15/13

610

615

Visteon Corp. 7% 3/10/14

4,960

4,092

33,752

Automobiles - 0.1%

DaimlerChrysler AG 1.75% 11/18/05

JPY

100,000

907

Fiat Finance & Trade Ltd. 5.75% 5/25/06

EUR

800

971

Renault SA 0.3338% 4/23/07 (j)

JPY

200,000

1,794

Volkswagen Financial Services NV 5.5% 9/20/06

GBP

500

905

4,577

Diversified Consumer Services - 0.3%

Service Corp. International (SCI):

6.75% 4/1/16

8,050

8,191

7% 6/15/17 (g)

3,220

3,317

11,508

Hotels, Restaurants & Leisure - 2.5%

Carrols Corp. 9% 1/15/13 (g)

4,090

4,141

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

470

575

Domino's, Inc. 8.25% 7/1/11

864

924

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Gaylord Entertainment Co.:

6.75% 11/15/14

$ 8,465

$ 8,211

8% 11/15/13

2,055

2,163

Herbst Gaming, Inc. 8.125% 6/1/12

1,125

1,195

ITT Corp. 7.375% 11/15/15

2,850

3,164

Landry's Seafood Restaurants, Inc. 7.5% 12/15/14

3,610

3,502

Mandalay Resort Group:

6.375% 12/15/11

1,780

1,798

6.5% 7/31/09

2,865

2,926

MGM MIRAGE:

6% 10/1/09

1,360

1,372

6.625% 7/15/15 (g)

7,030

7,100

6.75% 9/1/12

1,685

1,736

8.5% 9/15/10

275

305

Mohegan Tribal Gaming Authority 6.875% 2/15/15 (g)

3,040

3,108

Morton's Restaurant Group, Inc. 7.5% 7/1/10

1,845

1,808

Penn National Gaming, Inc.:

6.75% 3/1/15 (g)

2,540

2,527

8.875% 3/15/10

2,540

2,718

Scientific Games Corp. 6.25% 12/15/12 (g)

880

884

Speedway Motorsports, Inc. 6.75% 6/1/13

4,160

4,285

Starwood Hotels & Resorts Worldwide, Inc.:

7.375% 5/1/07

1,925

2,009

7.875% 5/1/12

1,480

1,665

Station Casinos, Inc.:

6% 4/1/12

2,740

2,781

6.5% 2/1/14

2,620

2,682

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

4,080

4,361

Town Sports International Holdings, Inc. 0% 2/1/14 (e)

8,065

4,637

Universal City Development Partners Ltd./UCDP Finance, Inc. 11.75% 4/1/10

7,400

8,492

Uno Restaurant Corp. 10% 2/15/11 (g)

3,790

3,582

Vail Resorts, Inc. 6.75% 2/15/14

6,165

6,257

Virgin River Casino Corp./RBG LLC/B&BB, Inc.:

0% 1/15/13 (e)(g)

1,610

1,127

9% 1/15/12 (g)

950

990

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Waterford Gaming LLC/Waterford Gaming Finance Corp. 8.625% 9/15/12 (g)

$ 843

$ 910

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

1,300

1,378

95,313

Household Durables - 0.9%

D.R. Horton, Inc. 7.875% 8/15/11

200

224

Goodman Global Holdings, Inc.:

6.41% 6/15/12 (g)(j)

920

897

7.875% 12/15/12 (g)

15,915

14,721

K. Hovnanian Enterprises, Inc.:

6% 1/15/10

970

951

6.25% 1/15/15

1,750

1,724

7.75% 5/15/13

4,210

4,421

KB Home 8.625% 12/15/08

1,800

1,944

Meritage Homes Corp. 6.25% 3/15/15

2,590

2,409

Standard Pacific Corp.:

7.75% 3/15/13

1,000

1,043

9.25% 4/15/12

1,535

1,689

Technical Olympic USA, Inc. 7.5% 1/15/15

2,690

2,381

Tempur-Pedic, Inc./Tempur Production USA, Inc. 10.25% 8/15/10

1,395

1,555

33,959

Leisure Equipment & Products - 0.0%

Riddell Bell Holdings, Inc. 8.375% 10/1/12

950

950

Media - 5.7%

Cablevision Systems Corp. 8% 4/15/12

19,055

18,626

CanWest Media, Inc. 8% 9/15/12

1,130

1,187

Charter Communications Holding II LLC/Charter Communications Holdings II Capital Corp. 10.25% 9/15/10

3,650

3,687

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

0% 5/15/11 (e)

1,400

924

10.25% 1/15/10

3,300

2,450

Charter Communications Operating LLC/Charter Communications Operating Capital Corp. 8% 4/30/12 (g)

3,000

3,000

Cinemark USA, Inc. 9% 2/1/13

255

264

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

1,875

2,016

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

CSC Holdings, Inc.:

6.75% 4/15/12 (g)

$ 5,610

$ 5,273

7.625% 4/1/11

3,575

3,521

7.625% 7/15/18

17,830

17,117

7.875% 2/15/18

14,635

14,233

Dex Media, Inc. 8% 11/15/13

7,040

7,462

EchoStar DBS Corp.:

6.375% 10/1/11

5,255

5,209

6.625% 10/1/14

15,955

15,756

9.125% 1/15/09

948

1,010

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

2,910

3,026

Entravision Communications Corp. 8.125% 3/15/09

3,380

3,515

Haights Cross Communications, Inc. 0% 8/15/11 (e)

2,480

1,513

Haights Cross Operating Co. 11.75% 8/15/11

2,700

2,943

Houghton Mifflin Co.:

0% 10/15/13 (e)

15,995

11,596

8.25% 2/1/11

2,845

2,945

9.875% 2/1/13

9,435

9,978

IMAX Corp. 9.625% 12/1/10

2,640

2,772

Innova S. de R.L. 9.375% 9/19/13

10,180

11,440

Lamar Media Corp. 7.25% 1/1/13

390

410

Liberty Media Corp.:

5.7% 5/15/13

7,015

6,525

8.5% 7/15/29

7,010

7,082

Marquee Holdings, Inc. 0% 8/15/14 (e)

3,220

1,948

PanAmSat Corp. 6.375% 1/15/08

920

934

R.H. Donnelley Corp. 6.875% 1/15/13

5,520

5,630

Radio One, Inc.:

6.375% 2/15/13 (g)

1,360

1,336

8.875% 7/1/11

2,590

2,778

Rainbow National LLC & RNS Co. Corp.:

8.75% 9/1/12 (g)

4,230

4,621

10.375% 9/1/14 (g)

13,705

15,761

Rogers Cable, Inc.:

5.5% 3/15/14

855

804

6.25% 6/15/13

4,075

4,055

6.75% 3/15/15

1,055

1,081

Sun Media Corp. Canada 7.625% 2/15/13

2,000

2,118

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Susquehanna Media Co. 7.375% 4/15/13

$ 1,090

$ 1,134

The Reader's Digest Association, Inc. 6.5% 3/1/11

5,510

5,565

Videotron Ltee 6.875% 1/15/14

4,655

4,713

217,958

Multiline Retail - 0.1%

Marks & Spencer Group PLC 5.125% 11/7/06

EUR

2,000

2,503

Pinault Printemps-Redoute SA 5% 1/23/09

EUR

2,000

2,581

5,084

Specialty Retail - 0.1%

AutoNation, Inc. 9% 8/1/08

2,640

2,891

CSK Automotive, Inc. 7% 1/15/14

620

589

3,480

Textiles, Apparel & Luxury Goods - 0.3%

AAC Group Holding Corp. 0% 10/1/12 (e)(g)

6,890

4,616

Jostens Holding Corp. 0% 12/1/13 (e)

2,320

1,630

Levi Strauss & Co. 9.75% 1/15/15

5,185

5,120

11,366

TOTAL CONSUMER DISCRETIONARY

417,947

CONSUMER STAPLES - 0.7%

Food & Staples Retailing - 0.4%

Ahold Finance USA, Inc.:

6.5% 3/14/17

GBP

2,000

3,499

8.25% 7/15/10

4,485

4,940

J. Sainsbury PLC 5.25% 5/17/07

GBP

1,200

2,162

Reddy Ice Holdings, Inc. 0% 11/1/12 (e)(g)

4,290

3,132

Southern States Cooperative, Inc. 10.5% 11/1/10 (g)

1,230

1,224

14,957

Food Products - 0.3%

Dean Foods Co.:

6.625% 5/15/09

40

42

6.9% 10/15/17

1,050

1,097

Doane Pet Care Co. 10.75% 3/1/10

1,050

1,124

Hines Nurseries, Inc. 10.25% 10/1/11

520

525

Michael Foods, Inc. 8% 11/15/13

610

624

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Food Products - continued

National Beef Packing Co. LLC/National Beef Finance Corp. 10.5% 8/1/11

$ 1,915

$ 1,829

Philipp Brothers Chemicals, Inc. 9.875% 6/1/08

2,670

2,537

Tate & Lyle International Finance PLC 5.75% 10/6/06

EUR

1,075

1,353

9,131

Household Products - 0.0%

Central Garden & Pet Co. 9.125% 2/1/13

320

343

Personal Products - 0.0%

Elizabeth Arden, Inc. 7.75% 1/15/14

700

728

TOTAL CONSUMER STAPLES

25,159

ENERGY - 4.6%

Energy Equipment & Services - 0.6%

CHC Helicopter Corp. 7.375% 5/1/14

2,915

2,915

Grant Prideco, Inc. 9% 12/15/09

170

185

Hanover Compressor Co.:

8.625% 12/15/10

720

756

9% 6/1/14

2,720

2,897

Ocean Rig Norway AS 8.375% 7/1/13 (g)

1,330

1,350

Petroliam Nasional BHD (Petronas) 7.625% 10/15/26 (Reg. S)

6,715

8,562

Seabulk International, Inc. 9.5% 8/15/13

5,070

5,698

SESI LLC 8.875% 5/15/11

30

32

22,395

Oil, Gas & Consumable Fuels - 4.0%

ANR Pipeline, Inc. 8.875% 3/15/10

3,370

3,690

Chesapeake Energy Corp.:

6.875% 1/15/16

2,509

2,609

7% 8/15/14

1,135

1,200

7.5% 6/15/14

1,115

1,204

7.75% 1/15/15

1,860

2,004

El Paso Corp. 7.625% 8/16/07 (g)

1,670

1,712

El Paso Production Holding Co. 7.75% 6/1/13

5,000

5,350

Encore Acquisition Co. 8.375% 6/15/12

3,295

3,592

Energy Partners Ltd. 8.75% 8/1/10

5,155

5,413

EXCO Resources, Inc. 7.25% 1/15/11

880

876

Forest Oil Corp. 8% 12/15/11

190

209

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

General Maritime Corp. 10% 3/15/13

$ 4,420

$ 4,796

Harvest Operations Corp. 7.875% 10/15/11

1,540

1,478

Houston Exploration Co. 7% 6/15/13

680

700

Hurricane Finance BV:

9.625% 2/12/10 (g)

260

285

9.625% 2/12/10 (Reg. S)

2,780

3,044

InterNorth, Inc. 9.625% 3/15/06 (c)

1,490

486

Luscar Coal Ltd. 9.75% 10/15/11

1,400

1,540

Markwest Energy Partners LP/ Markwest Energy Finance Corp. 6.875% 11/1/14 (g)

4,560

4,537

Massey Energy Co. 6.625% 11/15/10

1,655

1,680

OAO Gazprom:

9.625% 3/1/13

8,090

9,900

10.5% 10/21/09

4,750

5,688

Pan American Energy LLC 7.125% 10/27/09 (g)

3,725

3,809

Pemex Project Funding Master Trust:

4.71% 6/15/10 (g)(j)

9,720

10,021

5.5% 2/24/25 (g)

EUR

750

887

7.75% 9/28/49

5,490

5,641

8.625% 2/1/22

9,145

11,225

Petrobras Energia SA 9.375% 10/30/13

3,625

3,951

Plains Exploration & Production Co. 8.75% 7/1/12

3,835

4,161

Range Resources Corp. 7.375% 7/15/13

3,120

3,292

Ship Finance International Ltd. 8.5% 12/15/13

7,525

7,224

Teekay Shipping Corp. 8.875% 7/15/11

5,465

6,230

The Coastal Corp.:

6.375% 2/1/09

330

324

7.75% 6/15/10

1,645

1,680

7.75% 10/15/35

240

224

Venoco, Inc. 8.75% 12/15/11

1,980

1,940

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

1,065

1,150

Williams Co., Inc. Credit Linked Certificate Trust III 6.75% 4/15/09 (g)

2,680

2,777

Williams Companies, Inc.:

7.125% 9/1/11

665

718

7.625% 7/15/19

11,060

12,443

7.75% 6/15/31

1,800

1,976

7.875% 9/1/21

4,260

4,851

8.125% 3/15/12

400

454

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Williams Companies, Inc.: - continued

8.75% 3/15/32

$ 3,605

$ 4,326

YPF SA:

10% 11/2/28

1,210

1,470

yankee 9.125% 2/24/09

1,851

2,022

154,789

TOTAL ENERGY

177,184

FINANCIALS - 3.6%

Capital Markets - 0.2%

Banco BPI SA 0.105% 2/12/07 (j)

JPY

200,000

1,790

Bank of Scotland International Australia Ltd. 2.7071% 9/7/06 (j)

CAD

1,500

1,225

Macquarie Bank Ltd. 0.2038% 2/10/06 (j)

JPY

200,000

1,802

Merrill Lynch & Co., Inc. 0.3744% 5/28/08 (j)

JPY

200,000

1,813

UFJ Bank Ltd. 0.6794% 5/29/11 (j)

JPY

200,000

1,807

8,437

Commercial Banks - 1.0%

ABN-AMRO Bank NV 2.208% 1/23/08 (j)

EUR

1,500

1,815

Australia & New Zealand Banking Group Ltd. 2.7329% 12/29/06 (j)

CAD

1,500

1,225

Banca Popolare di Lodi Investment Trust 6.742% 6/30/49 (j)

EUR

2,000

2,503

Banque Federative du Credit Mutuel (BFCM) 2.233% 7/24/06 (j)

EUR

1,500

1,813

Commonwealth Bank of Australia 2.7443% 11/28/06 (j)

CAD

1,500

1,225

Dresdner Bank AG for Kyivstar GSM 7.75% 4/27/12 (g)

1,465

1,467

European Investment Bank 4% 10/15/37

EUR

5,190

6,492

Export-Import Bank of Korea 0.1519% 11/4/05 (j)

JPY

600,000

5,405

Korea Development Bank (Reg.) 0.87% 6/28/10

JPY

300,000

2,707

Rabobank Nederland 2.6929% 2/23/07 (j)

CAD

2,000

1,632

San Paolo IMI Spa 2.404% 6/28/16 (j)

EUR

1,000

1,213

Standard Bank London Ltd. 8.125% 9/30/09

4,000

4,210

Standard Chartered Bank PLC 3.625% 2/3/17 (f)

EUR

530

651

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Commercial Banks - continued

UBS Luxembourg SA for Vimpel Communications 10% 6/16/09

$ 5,500

$ 5,920

Westpac Banking Corp. 2.6971% 1/27/06 (j)

CAD

1,500

1,225

39,503

Consumer Finance - 0.4%

Countrywide Home Loans, Inc. 2.8371% 3/7/06 (j)

CAD

1,500

1,225

Ford Credit Australia Ltd. 3.747% 1/5/07 (j)

EUR

250

296

Ford Credit Europe PLC 3.103% 9/30/09 (j)

EUR

1,750

1,865

Ford Motor Credit Co. 6.625% 6/16/08

10,530

10,398

General Motors Acceptance Corp. 3.897% 7/5/05 (j)

EUR

858

1,038

GMAC International Finance BV 3.997% 10/3/05 (j)

EUR

493

597

Metris Companies, Inc. 10.125% 7/15/06

340

343

15,762

Diversified Financial Services - 0.9%

Aries Vermogensverwaltngs GmbH 9.6% 10/25/14 (g)

2,000

2,585

BAT International Finance PLC:

2.997% 4/3/06 (j)

EUR

2,000

2,431

3.625% 6/29/12

EUR

2,000

2,417

Caixa Finance BV 2.175% 11/21/06 (j)

EUR

2,000

2,420

Canada Housing Trust No. 1 4.65% 9/15/09

CAD

15,000

12,897

CCO Holdings LLC/CCO Holdings Capital Corp. 8.75% 11/15/13

1,390

1,366

Citigroup, Inc. 4.25% 2/25/30 (j)

EUR

1,500

1,806

Global Cash Access LLC/Global Cash Access Finance Corp. 8.75% 3/15/12

4,165

4,529

Santander International Debt SA 2.164% 12/14/06 (j)

EUR

1,500

1,815

Volkswagen International Finance NV 0.3875% 11/30/07 (j)

JPY

300,000

2,692

34,958

Insurance - 0.0%

AIG SunAmerica Institutional Funding III Ltd. 5.5% 3/7/11

EUR

1,000

1,365

Eureko BV 5.125% 6/29/49 (j)

EUR

500

614

1,979

Real Estate - 0.7%

American Real Estate Partners/American Real Estate Finance Corp.:

7.125% 2/15/13 (g)

3,810

3,753

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

American Real Estate Partners/American Real Estate Finance Corp.: - continued

8.125% 6/1/12

$ 4,495

$ 4,641

BF Saul REIT 7.5% 3/1/14

4,460

4,638

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

3,745

3,970

Senior Housing Properties Trust:

7.875% 4/15/15

2,420

2,589

8.625% 1/15/12

3,610

4,034

WT Finance Aust Pty Ltd./Westfield Europe Finance PLC/WEA Finance 3.625% 6/27/12

EUR

1,350

1,645

25,270

Thrifts & Mortgage Finance - 0.4%

Credit Logement SA 2.711% 12/2/49 (j)

EUR

1,500

1,815

Nationwide Building Society 0.0788% 3/3/06 (j)

JPY

200,000

1,803

Residential Capital Corp.:

6.375% 6/30/10 (g)

9,170

9,227

6.875% 6/30/15 (g)

635

651

13,496

TOTAL FINANCIALS

139,405

HEALTH CARE - 1.8%

Biotechnology - 0.0%

Polypore, Inc. 8.75% 5/15/12

2,245

2,105

Health Care Providers & Services - 1.5%

AmeriPath, Inc. 10.5% 4/1/13

4,205

4,226

AmerisourceBergen Corp.:

7.25% 11/15/12

1,690

1,859

8.125% 9/1/08

635

686

Beverly Enterprises, Inc. 7.875% 6/15/14

6,915

7,537

HCA, Inc.:

5.75% 3/15/14

6,725

6,658

6.75% 7/15/13

4,500

4,731

National Nephrology Associates, Inc. 9% 11/1/11 (g)

700

786

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

1,037

1,141

Psychiatric Solutions, Inc. 10.625% 6/15/13

373

414

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

Rural/Metro Corp. 9.875% 3/15/15 (g)

$ 2,335

$ 2,259

Triad Hospitals, Inc. 7% 11/15/13

9,265

9,520

U.S. Oncology, Inc. 9% 8/15/12

1,660

1,776

Vanguard Health Holding Co. I 0% 10/1/15 (e)

3,205

2,280

Vanguard Health Holding Co. II LLC 9% 10/1/14

11,965

12,892

56,765

Pharmaceuticals - 0.3%

CDRV Investors, Inc. 0% 1/1/15 (e)(g)

5,065

2,507

Elan Finance PLC/Elan Finance Corp. 7.75% 11/15/11 (g)

2,105

1,810

Leiner Health Products, Inc. 11% 6/1/12

2,435

2,362

VWR International, Inc.:

6.875% 4/15/12

170

168

8% 4/15/14

480

458

Warner Chilcott Corp. 8.75% 2/1/15 (g)

3,495

3,390

10,695

TOTAL HEALTH CARE

69,565

INDUSTRIALS - 2.9%

Aerospace & Defense - 0.2%

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

1,825

1,944

Bombardier, Inc. 6.25% 2/23/06

GBP

750

1,358

Hexcel Corp. 6.75% 2/1/15

3,320

3,303

Orbimage Holdings, Inc. 13.19% 7/1/12 (g)(j)

2,250

2,357

8,962

Airlines - 0.6%

American Airlines, Inc. pass thru trust certificates:

7.377% 5/23/19

3,459

2,421

7.379% 5/23/16

1,292

904

AMR Corp.:

9% 8/1/12

3,035

2,367

9% 9/15/16

1,750

1,391

Continental Airlines, Inc. pass thru trust certificates:

6.748% 9/15/18

162

131

6.9% 7/2/18

998

828

8.312% 10/2/12

1,404

1,081

8.388% 5/1/22

82

69

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Airlines - continued

Delta Air Lines, Inc.:

7.9% 12/15/09

$ 7,480

$ 2,637

8.3% 12/15/29

6,330

1,677

Delta Air Lines, Inc. pass thru trust certificates:

7.57% 11/18/10

1,190

1,120

7.711% 9/18/11

1,225

686

7.92% 5/18/12

4,195

2,307

10.06% 1/2/16

160

80

Northwest Airlines Corp. 10% 2/1/09

2,020

889

Northwest Airlines, Inc.:

7.875% 3/15/08

610

247

9.875% 3/15/07

765

394

Northwest Airlines, Inc. pass thru trust certificates:

7.248% 7/2/14

228

121

7.691% 4/1/17

522

350

7.95% 9/1/16

1,354

1,002

8.07% 1/2/15

2,051

964

8.304% 9/1/10

191

135

NWA Trust 10.23% 6/21/14

311

252

22,053

Building Products - 0.3%

Jacuzzi Brands, Inc. 9.625% 7/1/10

5,640

6,148

Maax Holdings, Inc. 0% 12/15/12 (e)(g)

6,050

2,723

NTK Holdings, Inc. 0% 3/1/14 (e)(g)

8,740

4,195

13,066

Commercial Services & Supplies - 0.2%

Allied Security Escrow Corp. 11.375% 7/15/11

2,950

2,862

Allied Waste North America, Inc. 6.5% 11/15/10

2,670

2,637

Browning-Ferris Industries, Inc.:

7.4% 9/15/35

220

189

9.25% 5/1/21

250

251

JohnsonDiversey, Inc. 9.625% 5/15/12

1,390

1,404

R.H. Donnelley Finance Corp. I:

8.875% 12/15/10 (g)

340

371

10.875% 12/15/12 (g)

530

616

8,330

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Construction & Engineering - 0.0%

Blount, Inc. 8.875% 8/1/12

$ 1,590

$ 1,701

Electrical Equipment - 0.4%

FIMEP SA 10.5% 2/15/13

5,965

6,830

General Cable Corp. 9.5% 11/15/10

3,930

4,205

Polypore, Inc. 0% 10/1/12 (e)(g)

7,860

4,284

15,319

Machinery - 0.2%

Cummins, Inc.:

7.125% 3/1/28

2,195

2,195

9.5% 12/1/10 (j)

290

319

Navistar International Corp.:

6.25% 3/1/12 (g)

2,950

2,839

7.5% 6/15/11

860

877

6,230

Marine - 0.3%

American Commercial Lines LLC/ACL Finance Corp. 9.5% 2/15/15 (g)

1,140

1,203

H-Lines Finance Holding Corp. 0% 4/1/13 (e)(g)

2,705

2,096

OMI Corp. 7.625% 12/1/13

6,465

6,433

Ultrapetrol Bahamas Ltd. 9% 11/24/14

2,360

2,100

11,832

Road & Rail - 0.5%

Grupo TMM SA de CV 10.5% 8/1/07 (g)

2,560

2,445

Kansas City Southern Railway Co.:

7.5% 6/15/09

3,400

3,485

9.5% 10/1/08

1,715

1,869

TFM SA de CV:

9.375% 5/1/12 (g)

6,730

7,033

yankee 10.25% 6/15/07

2,451

2,610

17,442

Trading Companies & Distributors - 0.2%

Neff Rent LLC/Neff Finance Corp. 11.25% 6/15/12 (g)

5,860

5,977

TOTAL INDUSTRIALS

110,912

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - 2.9%

Communications Equipment - 0.4%

Lucent Technologies, Inc.:

6.45% 3/15/29

$ 14,385

$ 12,839

6.5% 1/15/28

1,110

985

13,824

Electronic Equipment & Instruments - 0.4%

Altra Industrial Motion, Inc. 9% 12/1/11 (g)

1,290

1,219

Celestica, Inc. 7.875% 7/1/11

15,510

15,898

17,117

IT Services - 0.4%

Iron Mountain, Inc.:

6.625% 1/1/16

13,500

12,420

7.75% 1/15/15

1,750

1,768

8.25% 7/1/11

620

632

8.625% 4/1/13

1,080

1,118

15,938

Office Electronics - 1.1%

Xerox Capital Trust I 8% 2/1/27

10,920

11,275

Xerox Corp.:

6.875% 8/15/11

4,180

4,431

7.125% 6/15/10

2,970

3,159

7.2% 4/1/16

4,495

4,855

7.625% 6/15/13

17,830

19,167

42,887

Semiconductors & Semiconductor Equipment - 0.6%

Freescale Semiconductor, Inc. 7.125% 7/15/14

7,415

7,934

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co.:

6.66% 12/15/11 (g)(j)

900

891

6.875% 12/15/11 (g)

1,790

1,763

8% 12/15/14 (g)

2,200

2,112

New ASAT Finance Ltd. 9.25% 2/1/11

2,855

2,355

Semiconductor Note Participation Trust 0% 8/4/11 (g)

740

1,110

Viasystems, Inc. 10.5% 1/15/11

5,785

5,293

21,458

TOTAL INFORMATION TECHNOLOGY

111,224

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - 4.0%

Chemicals - 1.5%

America Rock Salt Co. LLC 9.5% 3/15/14

$ 6,670

$ 6,770

BCP Crystal U.S. Holdings Corp. 9.625% 6/15/14

11,185

12,527

Braskem SA 11.75% 1/22/14 (g)

1,200

1,446

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

1,260

1,373

Crystal US Holding 3 LLC/Crystal US Sub 3 Corp.:

Series A, 0% 10/1/14 (e)

1,735

1,232

Series B, 0% 10/1/14 (e)

9,800

6,860

Equistar Chemicals LP/Equistar Funding Corp. 10.625% 5/1/11

1,330

1,471

Huntsman Advanced Materials LLC:

10.89% 7/15/08 (j)

1,610

1,691

11% 7/15/10

1,280

1,459

Huntsman ICI Chemicals LLC 10.125% 7/1/09

2,498

2,573

Huntsman LLC:

10.6406% 7/15/11 (j)

830

882

11.625% 10/15/10

641

750

JohnsonDiversey Holdings, Inc. 0% 5/15/13 (e)

7,220

5,072

Lanxess Finance BV 4.125% 6/21/12

EUR

1,605

1,946

Lyondell Chemical Co. 11.125% 7/15/12

1,330

1,506

Millennium America, Inc. 9.25% 6/15/08

3,660

3,976

Phibro Animal Health Corp.:

Series AO, 13% 12/1/07 unit

399

427

13% 12/1/07 unit

1,850

1,980

Resolution Performance Products LLC/RPP Capital Corp. 9.5% 4/15/10

755

781

Solutia, Inc.:

6.72% 10/15/37 (c)

1,205

982

7.375% 10/15/27 (c)

3,375

2,751

58,455

Construction Materials - 0.0%

Texas Industries, Inc. 7.25% 7/15/13 (g)

820

841

Containers & Packaging - 0.9%

AEP Industries, Inc. 7.875% 3/15/13 (g)

920

920

BWAY Corp. 10% 10/15/10

2,380

2,475

Crown Cork & Seal, Inc.:

7.375% 12/15/26

1,850

1,674

7.5% 12/15/96

1,150

886

8% 4/15/23

8,565

8,180

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Containers & Packaging - continued

Crown European Holdings SA:

9.5% 3/1/11

$ 3,150

$ 3,481

10.875% 3/1/13

2,025

2,384

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14

2,995

3,025

7.75% 5/15/11

470

498

8.25% 5/15/13

1,755

1,887

8.875% 2/15/09

2,400

2,550

Sealed Air Finance 5.625% 7/19/06

EUR

750

933

Tekni-Plex, Inc.:

8.75% 11/15/13 (g)

2,100

1,832

10.875% 8/15/12 (g)

1,300

1,411

32,136

Metals & Mining - 1.0%

Aleris International, Inc. 9% 11/15/14

560

581

Compass Minerals International, Inc.:

0% 12/15/12 (e)

1,460

1,278

0% 6/1/13 (e)

3,710

3,098

CSN Islands VIII Corp. 9.75% 12/16/13 (g)

5,875

6,345

Edgen Acquisition Corp. 9.875% 2/1/11 (g)

1,890

1,833

Freeport-McMoRan Copper & Gold, Inc.:

6.875% 2/1/14

9,185

9,001

10.125% 2/1/10

1,890

2,107

Gerdau AmeriSteel Corp./GUSAP Partners 10.375% 7/15/11

1,915

2,073

International Steel Group, Inc. 6.5% 4/15/14

6,710

6,442

Ispat Inland ULC 9.75% 4/1/14

1,385

1,614

Steel Dynamics, Inc.:

9.5% 3/15/09

65

69

9.5% 3/15/09

3,030

3,227

37,668

Paper & Forest Products - 0.6%

Georgia-Pacific Corp.:

7.375% 12/1/25

3,670

3,959

8% 1/15/24

6,005

6,891

8.875% 5/15/31

1,420

1,761

9.375% 2/1/13

3,715

4,198

Millar Western Forest Products Ltd. 7.75% 11/15/13

2,405

2,261

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Paper & Forest Products - continued

NewPage Corp.:

9.46% 5/1/12 (g)(j)

$ 2,460

$ 2,460

12% 5/1/13 (g)

2,670

2,650

24,180

TOTAL MATERIALS

153,280

TELECOMMUNICATION SERVICES - 8.2%

Diversified Telecommunication Services - 4.6%

AT&T Corp. 9.75% 11/15/31

13,525

17,523

Deutsche Telekom International Finance BV 6.25% 12/9/10

GBP

450

861

Empresa Brasileira de Telecomm SA 11% 12/15/08

7,477

8,524

Eschelon Operating Co. 8.375% 3/15/10

2,015

1,753

Level 3 Financing, Inc. 10.75% 10/15/11 (g)

3,630

3,086

MCI, Inc.:

6.688% 5/1/09

138

144

8.735% 5/1/14 (j)

6,010

6,739

Mobifon Holdings BV 12.5% 7/31/10

9,600

11,424

New Skies Satellites BV:

8.5388% 11/1/11 (g)(j)

1,000

1,023

9.125% 11/1/12 (g)

4,195

4,216

NTL Cable PLC 8.75% 4/15/14

17,755

18,687

PanAmSat Holding Corp. 0% 11/1/14 (e)

9,940

6,759

Qwest Corp.:

6.6706% 6/15/13 (g)(j)

9,290

9,511

7.875% 9/1/11

3,970

4,119

8.875% 3/15/12

31,020

33,734

Qwest Services Corp. 14% 12/15/14

1,925

2,310

Telecom Egypt SAE:

10.7% 2/4/10 (j)

EGP

5,038

872

10.95% 2/4/10

EGP

5,038

879

Telefonica de Argentina SA 9.125% 11/7/10

5,275

5,697

Telenet Group Holding NV 0% 6/15/14 (e)(g)

17,060

13,307

U.S. West Communications:

6.875% 9/15/33

15,770

13,641

7.125% 11/15/43

325

275

7.2% 11/10/26

4,530

4,054

7.25% 9/15/25

2,495

2,308

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

U.S. West Communications: - continued

7.25% 10/15/35

$ 1,780

$ 1,573

7.5% 6/15/23

2,840

2,606

8.875% 6/1/31

3,020

3,058

178,683

Wireless Telecommunication Services - 3.6%

American Tower Corp. 7.125% 10/15/12

13,245

13,973

Centennial Cellular Operating Co./Centennial Communications Corp. 10.125% 6/15/13

9,865

11,147

Centennial Communications Corp./Centennial Cellular Operating Co. LLC/Centennial Puerto Rico Operations Corp. 8.125% 2/1/14 (j)

6,260

6,667

DirecTV Holdings LLC/DirecTV Financing, Inc.:

6.375% 6/15/15 (g)

5,280

5,247

8.375% 3/15/13

1,036

1,147

Globe Telecom, Inc. 9.75% 4/15/12

1,400

1,540

Inmarsat Finance II PLC 0% 11/15/12 (e)

16,940

13,340

Inmarsat Finance PLC 7.625% 6/30/12

895

944

Intelsat Ltd. 7.805% 1/15/12 (g)(j)

6,840

6,994

Kyivstar GSM 10.375% 8/17/09 (g)

5,360

5,936

Millicom International Cellular SA 10% 12/1/13

7,455

7,418

Mobile Telesystems Finance SA:

8% 1/28/12 (g)

10,890

11,026

8.375% 10/14/10 (g)

9,305

9,666

Nextel Communications, Inc.:

5.95% 3/15/14

1,730

1,799

6.875% 10/31/13

9,675

10,304

7.375% 8/1/15

19,315

20,764

Rogers Communications, Inc. 6.535% 12/15/10 (j)

2,300

2,392

Rural Cellular Corp. 9.875% 2/1/10

3,240

3,329

Telemig Cellular SA/Amazonia Cellular SA 8.75% 1/20/09 (g)

1,350

1,411

UbiquiTel Operating Co. 9.875% 3/1/11

2,225

2,425

137,469

TOTAL TELECOMMUNICATION SERVICES

316,152

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - 2.0%

Electric Utilities - 0.7%

AES Gener SA 7.5% 3/25/14

$ 4,920

$ 5,006

Chivor SA E.S.P. 9.75% 12/30/14 (g)

6,350

6,731

MSW Energy Holdings II LLC/MSW Finance Co. II, Inc. 7.375% 9/1/10

1,700

1,743

TECO Energy, Inc. 6.75% 5/1/15 (g)

1,380

1,456

Texas Genco LLC/Texas Genco Financing Corp. 6.875% 12/15/14 (g)

9,860

10,353

25,289

Gas Utilities - 1.0%

Northwest Pipeline Corp.:

6.625% 12/1/07

305

316

8.125% 3/1/10

530

572

Southern Natural Gas Co.:

7.35% 2/15/31

9,120

9,667

8% 3/1/32

7,365

8,396

8.875% 3/15/10

3,470

3,800

Tennessee Gas Pipeline Co.:

7% 10/15/28

1,275

1,301

7.5% 4/1/17

9,525

10,370

7.625% 4/1/37

1,550

1,697

8.375% 6/15/32

1,570

1,827

Transcontinental Gas Pipe Line Corp.:

7% 8/15/11

300

325

8.875% 7/15/12

1,400

1,677

39,948

Independent Power Producers & Energy Traders - 0.3%

Calpine Corp. 8.75% 7/15/13 (g)

3,010

2,227

Enron Corp.:

6.4% 7/15/06 (c)

865

282

6.625% 11/15/05 (c)

3,510

1,145

6.725% 11/17/08 (c)(j)

1,090

352

6.75% 8/1/09 (c)

880

287

6.875% 10/15/07 (c)

2,120

692

6.95% 7/15/28 (c)

1,920

619

7.125% 5/15/07 (c)

375

122

7.375% 5/15/19 (c)

2,200

715

7.875% 6/15/03 (c)

375

122

8.375% 5/23/05 (c)

3,980

1,224

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Independent Power Producers & Energy Traders - continued

Enron Corp.: - continued

9.125% 4/1/03 (c)

$ 80

$ 26

9.875% 6/15/03 (c)

345

113

Tenaska Alabama Partners LP 7% 6/30/21 (g)

1,565

1,596

9,522

TOTAL UTILITIES

74,759

TOTAL NONCONVERTIBLE BONDS

1,595,587

TOTAL CORPORATE BONDS

(Cost $1,571,485)

1,598,946

U.S. Government and Government Agency Obligations - 24.2%

U.S. Government Agency Obligations - 7.3%

Fannie Mae:

0% 9/28/05

14,000

13,884

3.25% 1/15/08

22,585

22,274

3.625% 3/15/07

69

69

3.75% 5/17/07

3,665

3,654

3.875% 5/15/07

15,000

15,034

4.25% 5/15/09

21,000

21,227

5.125% 1/2/14

10,000

10,430

6% 5/15/11

12,775

14,050

6.25% 2/1/11

80

88

6.375% 6/15/09

17,070

18,573

Federal Home Loan Bank:

3% 8/15/05

45,000

44,972

3.75% 9/28/06

660

659

3.8% 12/22/06

140

140

5.8% 9/2/08

960

1,014

Freddie Mac:

1.5% 8/15/05

300

299

2.75% 8/15/06

125

124

2.875% 12/15/06

875

864

4.125% 7/12/10

21,000

21,096

4.25% 7/15/09

7,935

8,022

U.S. Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

U.S. Government Agency Obligations - continued

Freddie Mac: - continued

4.5% 7/15/13

$ 350

$ 358

4.875% 11/15/13

12,320

12,890

7% 3/15/10

51,270

57,826

Israeli State (guaranteed by U.S. Government through Agency for International Development) 5.5% 9/18/23

7,750

8,686

Private Export Funding Corp.:

secured 5.685% 5/15/12

1,765

1,927

4.974% 8/15/13

2,110

2,221

Small Business Administration guaranteed development participation certificates Series 2003 P10B, 5.136% 8/10/13

2,706

2,766

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

283,147

U.S. Treasury Inflation Protected Obligations - 4.4%

U.S. Treasury Inflation-Indexed Bonds 3.625% 4/15/28

19,667

26,426

U.S. Treasury Inflation-Indexed Notes:

0.875% 4/15/10

35,431

34,556

1.875% 7/15/13

82,572

84,331

2% 1/15/14

22,322

22,993

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

168,306

U.S. Treasury Obligations - 12.5%

U.S. Treasury Bonds:

6.125% 8/15/29

61,500

78,525

9% 11/15/18

3,000

4,482

11.25% 2/15/15

3,870

6,109

U.S. Treasury Notes:

2.375% 8/31/06

22,000

21,701

2.75% 6/30/06

29,423

29,197

2.75% 7/31/06

82,000

81,305

3.375% 9/15/09

75,226

74,218

3.625% 4/30/07

48,141

48,115

3.75% 5/15/08

3,967

3,976

4.25% 8/15/13

3,710

3,803

4.25% 11/15/13

33,461

34,278

U.S. Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

4.25% 8/15/14

$ 35,050

$ 35,888

4.75% 5/15/14

54,000

57,299

TOTAL U.S. TREASURY OBLIGATIONS

478,896

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $912,239)

930,349

U.S. Government Agency - Mortgage Securities - 2.3%

Fannie Mae - 2.3%

4% 8/1/18 to 7/1/19(i)

11,902

11,669

4% 7/1/20 (h)(i)

2,649

2,593

4.5% 7/1/20 (h)

15,000

14,920

5% 2/1/18 to 8/1/18

5,470

5,536

5% 8/1/35 (h)

19,281

19,232

5% 8/1/35 (h)

7,483

7,464

5.5% 5/1/08 to 6/1/20

24,223

24,882

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $86,152)

86,296

Asset-Backed Securities - 0.2%

Cumbernauld Funding 5.2% 3/16/09

GBP

600

1,092

Driver One Gmbh Series 1 Class B, 2.334% 5/21/10 (j)

EUR

770

932

MBNA Credit Card Master Note Trust Series 2003-B4, 5.45% 9/17/13

GBP

2,000

3,686

Punch Taverns Finance PLC 5.2506% 4/15/09 (j)

GBP

398

713

Sedna Finance Corp. 2.861% 3/15/16 (j)

EUR

1,150

1,387

Unique Public Finance Co. PLC Series A4, 5.659% 6/30/27

GBP

70

134

TOTAL ASSET-BACKED SECURITIES

(Cost $8,318)

7,944

Collateralized Mortgage Obligations - 0.2%

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Private Sponsor - 0.1%

Granite Mortgages PLC 2.504% 1/20/43 (j)

EUR

600

$ 729

Holmes Financing No. 8 PLC floater Series 3 Class C, 2.988% 7/15/40 (j)

EUR

500

611

Interstar Millennium Trust Series 2004-4E Class A1, 2.326% 11/14/36 (j)

EUR

581

704

Mortgages PLC Series 6 Class A1, 5.0588% 1/31/27 (j)

GBP

1,549

2,776

Permanent Financing No. 1 PLC 5.1% 6/10/09 (j)

EUR

344

438

TOTAL PRIVATE SPONSOR

5,258

U.S. Government Agency - 0.1%

Freddie Mac planned amortization class Series 2351 Class PX, 6.5% 7/15/30

127

128

Freddie Mac Multi-class participation certificates guaranteed planned amortization class Series 2770 Class UD, 4.5% 5/15/17

1,800

1,793

TOTAL U.S. GOVERNMENT AGENCY

1,921

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $7,371)

7,179

Commercial Mortgage Securities - 0.2%

Canary Wharf Finance II PLC Series C1, 5.47% 4/22/30 (j)

GBP

1,500

2,688

Opera Finance PLC 5.1888% 7/31/13 (j)

GBP

1,500

2,688

Real Estate Capital Foundation Ltd. Series 3 Class A, 5.2085% 7/15/16 (j)

GBP

2,000

3,573

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $9,117)

8,949

Foreign Government and Government Agency Obligations - 20.7%

Arab Republic 8.8773% to 9.862% 8/2/05 to 6/13/06

EGP

11,470

1,905

Argentine Republic:

Inflation-Indexed par 0.63% 12/31/38 unit (f)(k)

ARS

1,518

204

3% 4/30/13 (j)

1,860

1,503

3.01% 8/3/12 (j)

21,155

18,862

discount 8.28% (with partial capitalization through 12/31/2013) 12/31/33 unit (k)

4,989

4,592

Inflation-Indexed discount 5.83% (with partial capitalization through 12/31/2013) 12/31/33 unit (k)

ARS

5,345

1,907

Austrian Republic 5% 12/20/24 (g)

CAD

2,000

1,726

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Banco Central del Uruguay:

Brady par A 6.75% 2/19/21

$ 1,250

$ 1,250

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

1,250,000

0

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

1,250,000

0

Belgian Kingdom 5% 9/28/12

EUR

5,000

6,889

Brazilian Federative Republic:

Brady:

capitalization bond 8% 4/15/14

32,831

33,611

debt conversion bond 4.3125% 4/15/12 (j)

6,391

6,143

par Z-L 6% 4/15/24

2,960

2,868

10.5% 7/14/14

2,740

3,251

11% 1/11/12

2,025

2,420

11% 8/17/40

19,065

22,954

12.25% 3/6/30

6,140

8,228

12.75% 1/15/20

3,715

5,071

14.5% 10/15/09

4,185

5,441

Canadian Government:

3% 6/1/06

CAD

4,500

3,684

4.5% 9/1/07

CAD

25,000

21,088

5.25% 6/1/12

CAD

17,300

15,532

5.5% 6/1/09

CAD

9,150

8,110

5.75% 6/1/29

CAD

12,100

12,040

Central Bank of Nigeria:

Brady 6.25% 11/15/20

3,000

2,970

promissory note 5.092% 1/5/10

5,599

5,568

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

2,750

83

City of Kiev 8.75% 8/8/08

4,230

4,484

Colombian Republic:

10.75% 1/15/13

6,730

8,184

11.75% 3/1/10

COP

5,819,000

2,654

11.75% 2/25/20

3,335

4,386

Danish Kingdom 3.125% 10/15/10

EUR

3,000

3,728

Dominican Republic:

Brady 3.9425% 8/30/09 (j)

5,868

5,633

4.375% 8/30/24 (j)

8,528

7,803

Ecuador Republic:

8% 8/15/30 (Reg. S) (f)

2,565

2,155

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

2,445

2,323

euro par 5% 2/28/25

975

697

Finnish Government 2.75% 9/15/10

EUR

1,300

1,590

French Government:

OAT 5.25% 4/25/08

EUR

1,600

2,098

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

French Government: - continued

3.5% 4/25/15

EUR

22,630

$ 28,235

4% 4/25/55

EUR

500

644

4.75% 4/25/35

EUR

4,500

6,483

German Federal Republic:

2.5% 3/23/07

EUR

3,000

3,661

2.75% 6/23/06

EUR

26,000

31,700

3.75% 1/4/15

EUR

21,150

26,990

4.25% 1/4/14

EUR

42,110

55,724

5% 7/4/12

EUR

5,300

7,296

Indonesian Republic 7.25% 4/20/15 (g)

1,350

1,367

Israeli State 7.5% 3/31/14

ILS

11,323

2,657

Japan Government:

0.2% 7/20/06

JPY

1,080,000

9,757

1.5% 3/20/14

JPY

4,430,000

41,660

2.4% 12/20/34

JPY

800,000

7,512

Lebanese Republic:

6.77% 11/30/09 (g)(j)

2,455

2,412

6.77% 11/30/09 (j)

915

899

Malaysian Government 4.72% 9/30/15

MYR

23,000

6,277

Panamanian Republic Brady discount 2.6925% 7/17/26 (j)

175

162

Peruvian Republic:

3% 3/7/27 (f)

1,425

1,044

9.125% 2/21/12

4,010

4,732

9.875% 2/6/15

2,470

3,050

9.91% 5/5/15

PEN

7,895

2,693

Philippine Republic:

Brady principal collateralized interest reduction bond 6.5% 12/1/17

6,780

6,763

8.375% 2/15/11

12,091

12,544

9% 2/15/13

6,070

6,404

9.875% 1/15/19

2,460

2,660

10.625% 3/16/25

3,910

4,379

Republic of Serbia 3.75% 11/1/24 (f)(g)

820

706

Russian Federation:

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

1,587

1,777

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

33,188

37,171

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

2,055

3,070

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

5,035

9,113

South African Republic:

8.5% 6/23/17

1,215

1,570

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

South African Republic: - continued

13% 8/31/10

ZAR

13,910

$ 2,568

Spanish Kingdom 4.2% 1/31/37

EUR

6,320

8,348

State of Qatar 9.75% 6/15/30 (Reg. S)

1,735

2,694

Turkish Republic:

11% 1/14/13

5,315

6,737

11.5% 1/23/12

1,180

1,507

11.75% 6/15/10

7,656

9,513

11.875% 1/15/30

6,765

9,792

15.5488% to 20.5644% 7/5/06 to 1/24/07

TRY

14,365

8,901

Ukraine Government 6.365% 8/5/09 (j)

10,640

11,491

United Kingdom, Great Britain & Northern Ireland:

Index-Linked 2.5% 7/17/24

GBP

2,946

6,071

4.75% 9/7/15

GBP

3,050

5,727

5% 3/7/12

GBP

9,500

17,889

5% 3/7/25

GBP

85

168

5.75% 12/7/09

GBP

1,500

2,870

6% 12/7/28

GBP

3,655

8,287

8% 6/7/21

GBP

6,250

16,075

United Mexican States:

7.5% 4/8/33

17,430

20,088

8.125% 12/30/19

3,410

4,189

9.69% 12/8/05

MXN

42,180

3,759

11.5% 5/15/26

10,550

16,933

Uruguay Republic:

7.25% 2/15/11

3,540

3,562

17.75% 2/4/06

UYU

52,800

2,241

Venezuelan Republic:

Discount A, 4.25% 3/31/20 (j)

5,065

4,964

oil recovery rights 4/15/20 (l)

1,250

30

4.15% 4/20/11 (j)

2,750

2,516

4.375% 3/31/20 (j)

312

306

5.375% 8/7/10

5,970

5,552

9.25% 9/15/27

5,795

6,093

10.75% 9/19/13

9,925

11,612

13.625% 8/15/18

4,530

6,097

euro Brady:

par W-A 6.75% 3/31/20

7,680

7,699

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Venezuelan Republic: - continued

par W-B 6.75% 3/31/20

$ 3,385

$ 3,393

Vietnamese Socialist Republic Brady par 3.75% 3/12/28 (f)

3,684

2,754

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $747,112)

795,173

Common Stocks - 1.1%

Shares

CONSUMER DISCRETIONARY - 0.6%

Diversified Consumer Services - 0.1%

Coinmach Service Corp. unit

435,000

5,859

Hotels, Restaurants & Leisure - 0.1%

Centerplate, Inc. unit

244,160

3,113

Media - 0.4%

NTL, Inc. (a)

223,164

15,269

TOTAL CONSUMER DISCRETIONARY

24,241

TELECOMMUNICATION SERVICES - 0.5%

Diversified Telecommunication Services - 0.5%

Telewest Global, Inc. (a)

841,398

19,167

Wireless Telecommunication Services - 0.0%

DigitalGlobe, Inc. (a)(g)

98

0

TOTAL TELECOMMUNICATION SERVICES

19,167

TOTAL COMMON STOCKS

(Cost $24,899)

43,408

Preferred Stocks - 0.1%

Convertible Preferred Stocks - 0.0%

MATERIALS - 0.0%

Chemicals - 0.0%

Celanese Corp. 4.25%

9,300

225

Preferred Stocks - continued

Shares

Value (Note 1)
(000s)

Nonconvertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

Spanish Broadcasting System, Inc. Class B, 10.75%

2,340

$ 2,562

Specialty Retail - 0.0%

GNC Corp. Series A, 12.00% (a)

1,740

1,148

TOTAL CONSUMER DISCRETIONARY

3,710

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

PTV, Inc. Series A, 10.00%

122

0

TOTAL NONCONVERTIBLE PREFERRED STOCKS

3,710

TOTAL PREFERRED STOCKS

(Cost $4,351)

3,935

Floating Rate Loans - 1.2%

Principal Amount (000s)(d)

CONSUMER DISCRETIONARY - 0.3%

Auto Components - 0.0%

Goodyear Tire & Rubber Co. Tranche 2, term loan 5.89% 4/30/10 (j)

$ 570

569

Automobiles - 0.1%

AM General LLC:

Tranche B1, term loan 7.7428% 11/1/11 (j)

3,278

3,400

Tranche C2, term loan 12.41% 5/2/12 (j)

1,700

1,794

5,194

Hotels, Restaurants & Leisure - 0.1%

Hilton Head Communications LP Tranche B, term loan 7.5% 3/31/08 (j)

3,000

2,910

Media - 0.1%

UPC Broadband Holding BV Tranche H2, term loan 5.752% 9/30/12 (j)

1,520

1,524

TOTAL CONSUMER DISCRETIONARY

10,197

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value (Note 1)
(000s)

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Coffeyville Resources LLC:

Credit-Linked Deposit 6.063% 7/8/11 (j)

$ 236

$ 224

Tranche 2, term loan 10.3125% 7/8/13 (j)

2,630

2,676

Tranche B1, term loan 6.063% 7/8/12 (j)

354

358

3,258

FINANCIALS - 0.3%

Diversified Financial Services - 0.3%

MGM Holdings II, Inc. Tranche B, term loan 5.74% 4/8/12 (j)

3,260

3,268

Olympus Cable Holdings LLC Tranche B, term loan 8.25% 9/30/10 (j)

7,825

7,717

10,985

HEALTH CARE - 0.3%

Health Care Providers & Services - 0.2%

DaVita, Inc. Tranche B, term loan LIBOR + 2.25% 7/30/12 (j)

7,060

7,148

Pharmaceuticals - 0.1%

Warner Chilcott Corp. term loan 5.9939% 1/18/12 (j)

5,588

5,602

TOTAL HEALTH CARE

12,750

INDUSTRIALS - 0.0%

Commercial Services & Supplies - 0.0%

Allied Waste Industries, Inc.:

term loan 5.3731% 1/15/12 (j)

850

851

Tranche A, Credit-Linked Deposit 5.34% 1/15/12 (j)

324

325

1,176

INFORMATION TECHNOLOGY - 0.2%

Software - 0.2%

Infor Global Solutions AG:

Tranche 1, term loan 6.712% 4/18/11 (j)

3,210

3,218

Tranche 2, term loan 10.712% 4/18/12 (j)

3,010

3,002

6,220

TOTAL FLOATING RATE LOANS

(Cost $43,102)

44,586

Sovereign Loan Participations - 0.2%

Principal Amount (000s)(d)

Value (Note 1)
(000s)

Indonesian Republic loan participation:

- Barclays Bank 4.375% 3/28/13 (j)

$ 315

$ 292

- Citibank 4.375% 3/28/13 (j)

1,598

1,478

- Credit Suisse First Boston:

4.375% 3/28/13 (j)

2,095

1,937

4.50% 12/14/19 (j)

1,723

1,452

- Deutsche Bank:

4.375% 3/28/13 (j)

1,452

1,343

0.955% 3/28/13 (j)

JPY

115,275

930

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $7,173)

7,432

Fixed-Income Funds - 1.4%

Shares

Fidelity Floating Rate Central Investment Portfolio (b)
(Cost $55,200)

551,451

55,217

Money Market Funds - 6.7%

Fidelity Cash Central Fund, 3.21% (b)
(Cost $256,770)

256,770,396

256,770

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $3,733,289)

3,846,184

NET OTHER ASSETS - (0.2)%

(7,920)

NET ASSETS - 100%

$ 3,838,264

Currency Abbreviations

ARS

-

Argentine peso

CAD

-

Canadian dollar

COP

-

Colombian peso

EGP

-

Egyptian pound

EUR

-

European Monetary Unit

GBP

-

British pound

ILS

-

Israeli shekel

JPY

-

Japanese yen

MXN

-

Mexican peso

MYR

-

Malyasian ringgit

PEN

-

Peruvian new sol

TRY

-

New Turkish Lira

UYU

-

Uruguay peso

ZAR

-

South African rand

Legend

(a) Non-income producing

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

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

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

(e) 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.

(f) 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.

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $309,209,000 or 8.1% of net assets.

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

(i) A portion of the security is subject to a forward commitment to sell.

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

(k) Includes attached Argentine Republic Gross Domestic Product-Linked Securities, expiring 12/15/35.

(l) Quantity represents share amount.

Other Information

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

United States of America

68.2%

Germany

3.4%

United Kingdom

3.2%

Canada

3.0%

Brazil

2.6%

Mexico

1.8%

Russia

1.8%

France

1.8%

Japan

1.7%

Venezuela

1.3%

Argentina

1.1%

Luxembourg

1.0%

Others (individually less than 1%)

9.1%

100.0%

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central funds.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

June 30, 2005 (Unaudited)

Assets

Investment in securities, at value (cost $3,733,289) - See accompanying schedule

$ 3,846,184

Commitment to sell securities on a delayed delivery basis

$ (13,947)

Receivable for securities sold on a delayed delivery basis

13,960

13

Receivable for investments sold, regular delivery

14,122

Cash

2,518

Receivable for fund shares sold

6,235

Interest receivable

51,724

Prepaid expenses

5

Other receivables

150

Total assets

3,920,951

Liabilities

Payable for investments purchased
Regular delivery

$ 30,919

Delayed delivery

44,210

Payable for fund shares redeemed

3,527

Distributions payable

1,609

Accrued management fee

1,812

Other affiliated payables

482

Other payables and accrued expenses

128

Total liabilities

82,687

Net Assets

$ 3,838,264

Net Assets consist of:

Paid in capital

$ 3,696,625

Undistributed net investment income

25,900

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

3,033

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

112,706

Net Assets, for 362,447 shares outstanding

$ 3,838,264

Net Asset Value, offering price and redemption price per share ($3,838,264 ÷ 362,447 shares)

$ 10.59

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

Semiannual Report

Statement of Operations

Amounts in thousands

Six months ended June 30, 2005 (Unaudited)

Investment Income

Dividends

$ 634

Interest

105,422

Total income

106,056

Expenses

Management fee

$ 10,345

Transfer agent fees

2,276

Accounting fees and expenses

532

Independent trustees' compensation

8

Custodian fees and expenses

187

Registration fees

212

Audit

40

Legal

12

Miscellaneous

17

Total expenses before reductions

13,629

Expense reductions

(14)

13,615

Net investment income

92,441

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

16,244

Foreign currency transactions

(540)

Swap agreements

(57)

Total net realized gain (loss)

15,647

Change in net unrealized appreciation (depreciation) on:

Investment securities

(59,506)

Assets and liabilities in foreign currencies

(73)

Delayed delivery commitments

13

Total change in net unrealized appreciation (depreciation)

(59,566)

Net gain (loss)

(43,919)

Net increase (decrease) in net assets resulting from operations

$ 48,522

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
June 30, 2005
(Unaudited)

Year ended
December 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 92,441

$ 141,266

Net realized gain (loss)

15,647

67,955

Change in net unrealized appreciation (depreciation)

(59,566)

27,824

Net increase (decrease) in net assets resulting
from operations

48,522

237,045

Distributions to shareholders from net investment income

(85,653)

(137,788)

Distributions to shareholders from net realized gain

(22,533)

(36,966)

Total distributions

(108,186)

(174,754)

Share transactions
Proceeds from sales of shares

1,161,932

1,812,329

Reinvestment of distributions

96,343

154,932

Cost of shares redeemed

(551,283)

(1,179,032)

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

706,992

788,229

Total increase (decrease) in net assets

647,328

850,520

Net Assets

Beginning of period

3,190,936

2,340,416

End of period (including undistributed net investment income of $25,900 and undistributed net investment income of $29,609, respectively)

$ 3,838,264

$ 3,190,936

Other Information

Shares

Sold

109,383

171,954

Issued in reinvestment of distributions

9,097

14,706

Redeemed

(52,278)

(113,283)

Net increase (decrease)

66,202

73,377

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

Semiannual Report

Financial Highlights

Six months ended
June 30, 2005

Years ended December 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.77

$ 10.50

$ 9.40

$ 9.15

$ 9.13

$ 9.44

Income from Investment Operations

Net investment income D

.270

.570

.566

.582

.626 G

.729

Net realized and unrealized gain (loss)

(.129)

.383

1.142

.243

(.041) G

(.363)

Total from investment operations

.141

.953

1.708

.825

.585

.366

Distributions from net investment income

(.251)

(.553)

(.578)

(.575)

(.565)

(.676)

Distributions from net realized gain

(.070)

(.130)

(.030)

-

-

-

Total distributions

(.321)

(.683)

(.608)

(.575)

(.565)

(.676)

Net asset value, end of period

$ 10.59

$ 10.77

$ 10.50

$ 9.40

$ 9.15

$ 9.13

Total Return B, C

1.35%

9.44%

18.62%

9.38%

6.52%

4.07%

Ratios to Average Net Assets E

Expenses before expense reductions

.76% A

.76%

.80%

.84%

.94%

.99%

Expenses net of voluntary waivers, if any

.76% A

.76%

.80%

.84%

.94%

.99%

Expenses net of all reductions

.76% A

.76%

.80%

.84%

.94%

.99%

Net investment income

5.17% A

5.46%

5.64%

6.42%

6.83% G

7.94%

Supplemental Data

Net assets, end of period (in millions)

$ 3,838

$ 3,191

$ 2,340

$ 782

$ 164

$ 63

Portfolio turnover rate

89% A

94%

148%

117% F

178%

100%

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

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

G 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. 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.

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Strategic Income Fund (the fund) is a non-diversified 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 fund may invest in affiliated fixed-income and money market central funds (Underlying Funds) managed by affiliates of Fidelity Management & Research Company (FMR). 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 and underlying fixed-income funds (funds):

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, including restricted 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 valuation models. Equity securities, including restricted 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 prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. 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, including Underlying Funds, are valued at their net asset value each business day.

Foreign Currency. Certain funds may use 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.

Semiannual Report

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, including the fund's investment activity in the Underlying Funds, 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, including income from the Underlying Funds, is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when 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 each fund in the trust.

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

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to swap agreements, foreign currency transactions, certain foreign taxes, prior period premium and discount on debt securities, defaulted bonds, market discount, financing transactions, and losses deferred due to wash sales.

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

Unrealized appreciation

$ 160,844

Unrealized depreciation

(45,064)

Net unrealized appreciation (depreciation)

$ 115,780

Cost for federal income tax purposes

$ 3,730,404

2. Operating Policies.

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

Delayed Delivery Transactions and When-Issued Securities. Certain funds 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

Semiannual Report

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

Investments. Certain funds may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each applicable fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. The payables and receivables associated with the purchases and sales of delayed delivery securities having the same coupon, settlement date and broker are offset. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as both payables and receivables in the fund's Statement of Assets and Liabilities under the caption "Delayed delivery." Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

Loans and Other Direct Debt Instruments. Certain funds may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, 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. The fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

Swap Agreements. Certain funds may invest in swaps for the purpose of managing their exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Mortgage Dollar Rolls. To earn additional income, certain funds may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $1,286,046 and $957,401, respectively.

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 .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized 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 shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .13% 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.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Central Funds. Certain funds may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM) or Fidelity Management & Research Company, Inc. (FMRC), 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 Money Market Central Funds seek preservation of capital and current income. The Floating Rate Central Investment Portfolio seeks a high level of income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $5,019 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. 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 $8 and $6, 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. Other.

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

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Strategic Income Fund

Each year, typically in June, the Board of Trustees, including the independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders by Fidelity. At the time of the renewal, the Board had 11 standing committees, each composed of independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically during the first six months of each year and as necessary to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2005 meeting, the Board of Trustees, including the independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (1) the nature, extent, and quality of the services to be provided to the fund and its shareholders by Fidelity (including the investment performance of the fund); (2) the competitiveness of the management fee and total expenses of the fund; (3) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (4) the extent to which economies of scale would be realized as the fund grows; and (5) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Semiannual Report

Nature, Extent, and Quality of Services Provided by Fidelity. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Fidelity Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily decided in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources. The Board also considered the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in June 2004, Fidelity has taken a number of actions that benefited particular funds, including (i) voluntarily deciding in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources, (ii) contractually agreeing to impose management fee reductions and expense limitations on its five Spartan stock index funds and its stock index fund available through variable insurance products, (iii) contractually agreeing to eliminate the management fees on the Fidelity Freedom Funds and the Fidelity Advisor Freedom Funds, (iv) contractually agreeing to reduce the management fees on most of its investment-grade taxable bond funds, and (v) contractually agreeing to impose expense limitations on its retail and Spartan investment-grade taxable bond funds.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2004, the fund's returns, the returns of a broad-based securities market index ("benchmark"), and a range of returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Semiannual Report



The Board noted that the relative investment performance of the fund has compared favorably to its Lipper peer group over time. The Board also noted that the relative investment performance of the fund has compared favorably to its benchmark over time, although the fund's one-year cumulative total return was lower than its benchmark.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

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

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 27% would mean that 73% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile ("quadrant") in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2004. Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

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

Semiannual Report

The Board noted that the fund's total expenses ranked below its competitive median for 2004.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business. In addition, a special committee of the Board reviewed services provided to Fidelity by its affiliates and determined that the fees that Fidelity paid for such services were reasonable.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

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

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information regarding (i) Fidelity's fund profitability methodology, including additional detail on various cost allocations; (ii) fall-out benefits to Fidelity; and (iii) compensation of portfolio managers and research analysts.

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

Semiannual Report

The following is a complete listing of investments for Fidelity's
fixed-income central funds as of June 30, 2005 which are direct or indirect investments of Fidelity Strategic Income Fund.

Semiannual Report

Fidelity Floating Rate Central Investment Portfolio

Investments June 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Floating Rate Loans (c) - 90.9%

Principal
Amount

Value

Automotive - 4.7%

Accuride Corp. term loan 5.6453% 1/31/12 (b)

$ 2,425,227

$ 2,431,290

AM General LLC Tranche B1, term loan 7.7428% 11/1/11 (b)

3,848,718

3,993,045

Goodyear Tire & Rubber Co.:

Tranche 1, 4.7852% 4/30/10 (b)

1,060,000

1,060,000

Tranche 2, term loan 5.89% 4/30/10 (b)

1,480,000

1,478,150

Travelcenters of America, Inc. Tranche B, term loan 5.09% 12/1/11 (b)

7,916,840

7,986,112

TRW Automotive Holdings Corp. Tranche B, term loan 4.375% 6/30/12 (b)

2,777,696

2,788,113

19,736,710

Broadcasting - 2.0%

Cumulus Media, Inc.:

Tranche E, term loan 5.125% 3/28/10 (b)

1,989,950

1,989,950

Tranche F, term loan 4.875% 3/28/10 (b)

987,525

987,525

Nexstar Broadcasting, Inc. Tranche B, term loan 4.87% 10/1/12 (b)

3,900,000

3,919,500

Spanish Broadcasting System, Inc. Tranche 1, term loan 5.49% 6/7/12 (b)

1,571,063

1,586,773

8,483,748

Building Materials - 1.1%

Euramax International, Inc./Euramax International Holdings BV Tranche 1, term loan 5.875% 6/29/12 (b)

1,850,000

1,875,438

Goodman Global Holdings, Inc. term loan 5.5% 12/23/11 (b)

1,213,900

1,232,109

Masonite International Corp. term loan 5.2153% 4/5/13 (b)

1,466,325

1,462,659

4,570,206

Cable TV - 6.2%

Adelphia Communications Corp. Tranche B, term loan 5.375% 3/31/06 (b)

2,450,000

2,462,250

Century Cable Holdings LLC Tranche B, term loan 8.25% 6/30/09 (b)

3,000,000

2,970,000

Charter Communications Operating LLC:

Tranche A, term loan 6.19% 4/27/10 (b)

2,642,875

2,606,536

Tranche B, term loan 6.44% 4/7/11 (b)

1,994,962

1,977,506

DIRECTV Holdings LLC Tranche B, term loan 4.7363% 4/13/13 (b)

2,260,000

2,274,125

NTL Investment Holdings Ltd. Tranche B, term loan 6.41% 6/13/12 (b)

3,000,000

3,015,000

Floating Rate Loans (c) - continued

Principal
Amount

Value

Cable TV - continued

UPC Broadband Holding BV Tranche H2, term loan 5.752% 9/30/12 (b)

$ 3,940,000

$ 3,949,850

UPC Distribution Holdings BV Tranche F, term loan 6.6% 12/31/11 (b)

4,000,000

4,045,000

WideOpenWest Illinois, Inc. Tranche B, term loan 6.3027% 6/22/11 (b)

2,593,451

2,619,385

25,919,652

Capital Goods - 1.0%

Alliance Laundry Systems LLC term loan 5.59% 1/27/12 (b)

1,950,000

1,974,375

GenTek, Inc. term loan 6.0754% 2/28/11 (b)

1,995,000

1,985,025

Hexcel Corp. Tranche B, term loan 4.9125% 3/1/12 (b)

370,000

372,775

4,332,175

Chemicals - 1.8%

Celanese Holding LLC term loan 5.74% 4/6/11 (b)

2,340,526

2,369,782

Mosaic Co. Tranche B, term loan 5.0036% 2/21/12 (b)

1,895,250

1,914,203

PQ Corp. term loan 5.5% 2/11/12 (b)

3,291,750

3,308,209

7,592,194

Consumer Products - 1.7%

Burt's Bees, Inc. term loan 6.2397% 3/28/10 (b)

399,000

402,990

Central Garden & Pet Co. Tranche B, term loan 5.0279% 5/14/09 (b)

397,983

401,963

Del Laboratories, Inc. term loan 5.4683% 7/27/11 (b)

547,250

548,618

Fender Musical Instrument Corp. Tranche B, term loan 5.46% 4/1/12 (b)

810,000

820,125

Jostens IH Corp. Tranche A, term loan 5.64% 10/4/10 (b)

2,250,000

2,278,125

Rayovac Corp. term loan 5.2082% 2/7/12 (b)

498,750

503,738

Simmons Bedding Co. Tranche C, term loan 5.9099% 12/19/11 (b)

1,976,462

1,981,404

6,936,963

Containers - 0.2%

Berry Plastics Corp. term loan 5.6004% 12/2/11 (b)

950,000

964,250

Diversified Financial Services - 0.7%

Refco Finance Holdings LLC term loan 5.3144% 8/5/11 (b)

2,981,481

2,988,935

Diversified Media - 1.3%

Lamar Media Corp.:

Tranche A, term loan 4.4375% 6/30/09 (b)

925,000

925,000

Floating Rate Loans (c) - continued

Principal
Amount

Value

Diversified Media - continued

Lamar Media Corp.:

Tranche C, term loan 5.0625% 6/30/10 (b)

$ 2,985,000

$ 3,011,119

R.H. Donnelley Corp. Tranche A3, term loan 5.1509% 12/31/09 (b)

1,468,667

1,479,682

5,415,801

Electric Utilities - 3.1%

Covanta Energy Corp. Tranche 1:

Credit-Linked Deposit 6.46% 6/24/12 (b)

2,211,382

2,227,967

term loan 6.46% 6/24/12 (b)

1,788,618

1,802,033

NRG Energy, Inc.:

Credit-Linked Deposit 5.265% 12/24/11 (b)

1,706,250

1,714,781

term loan 5.2554% 12/24/11 (b)

2,182,781

2,193,695

Reliant Energy, Inc. term loan 6.0579% 4/30/10 (b)

1,995,000

2,012,456

Texas Genco LLC term loan 5.4098% 12/14/11 (b)

2,985,000

3,026,044

12,976,976

Energy - 6.6%

Coffeyville Resources LLC:

Credit-Linked Deposit 6.063% 7/8/11 (b)

704,000

668,800

Tranche B1, term loan 6.063% 7/8/12 (b)

1,056,000

1,069,200

El Paso Corp. Credit-Linked Deposit 5.855% 11/22/09 (b)

6,000,000

6,022,500

Energy Transfer Partners LP term loan 6.47% 6/16/08 (b)

5,000,000

5,025,000

Kerr-McGee Corp. Tranche B, term loan 5.79% 5/24/11 (b)

10,000,000

10,162,500

LB Pacific LP term loan 6.1471% 3/3/12 (b)

3,990,000

4,024,913

Universal Compression, Inc. term loan 5.24% 2/15/12 (b)

897,750

908,972

27,881,885

Entertainment/Film - 2.0%

MGM Holdings II, Inc. Tranche B, term loan 5.74% 4/8/12 (b)

8,550,000

8,571,375

Environmental - 1.6%

Allied Waste Industries, Inc.:

term loan 5.3731% 1/15/12 (b)

2,088,868

2,091,479

Tranche A, Credit-Linked Deposit 5.34% 1/15/12 (b)

797,297

798,294

Envirocare of Utah, Inc. Tranche 1, term loan 6.11% 4/13/10 (b)

3,818,182

3,832,500

6,722,273

Floating Rate Loans (c) - continued

Principal
Amount

Value

Food/Beverage/Tobacco - 3.2%

Centerplate, Inc. term loan 6.43% 10/1/10 (b)

$ 4,920,000

$ 4,944,600

Commonwealth Brands, Inc. term loan 6.625% 8/28/07 (b)

165,210

167,275

Constellation Brands, Inc. Tranche B, term loan 5.1451% 11/30/11 (b)

6,438,958

6,511,397

Herbalife International, Inc. term loan 5.16% 12/21/10 (b)

1,640,000

1,648,200

13,271,472

Gaming - 2.0%

Green Valley Ranch Gaming LLC term loan 5.49% 12/17/11 (b)

2,187,019

2,211,623

Herbst Gaming, Inc. term loan 5.6275% 1/7/11 (b)

399,000

401,993

Isle of Capri Casinos, Inc. term loan 5.0179% 2/4/11 (b)

199,000

200,990

Marina District Finance Co., Inc. term loan 5.185% 10/14/11 (b)

3,980,000

4,004,875

Resorts International Hotel & Casino, Inc. Tranche B1, term loan 5.83% 4/26/12 (b)

785,433

796,233

Venetian Casino Resort LLC Tranche B, term loan 5.24% 6/15/11 (b)

900,000

906,750

8,522,464

Healthcare - 14.5%

AMR HoldCo, Inc./ EmCare HoldCo, Inc. term loan 5.6734% 2/7/12 (b)

3,291,750

3,337,012

Community Health Systems, Inc. term loan 5.07% 8/19/11 (b)

3,974,975

4,014,725

CRC Health Corp. term loan 6.24% 5/11/11 (b)

950,000

961,875

DaVita, Inc. Tranche B, term loan LIBOR + 2.25% 7/30/12 (b)

8,000,000

8,100,000

HCA, Inc. term loan 4.33% 11/9/09 (b)

11,000,000

10,917,491

HealthSouth Corp.:

Credit-Linked Deposit 5.7235% 6/14/07 (b)

807,500

816,584

term loan 5.82% 6/14/07 (b)

2,992,500

3,022,425

LifePoint Hospitals, Inc. Tranche B, term loan 4.845% 4/15/12 (b)

5,940,000

5,954,850

Newquest, Inc. Tranche A, term loan 6.66% 3/1/11 (b)

487,500

489,938

PacifiCare Health Systems, Inc. Tranche B, term loan 5.0656% 12/6/10 (b)

6,947,500

6,999,606

Select Medical Holdings Corp. Tranche B, term loan 5.0419% 2/24/12 (b)

3,990,000

3,994,988

Skilled Healthcare Group, Inc. Tranche 2, term loan 10.74% 12/15/12 (b)

3,000,000

3,015,000

Floating Rate Loans (c) - continued

Principal
Amount

Value

Healthcare - continued

Vicar Operating, Inc. term loan 4.875% 5/16/11 (b)

$ 5,040,000

$ 5,052,600

Warner Chilcott Corp. term loan 5.9939% 1/18/12 (b)

3,992,057

4,002,037

60,679,131

Homebuilding/Real Estate - 5.3%

CB Richard Ellis Services, Inc. term loan 5.3167% 3/31/10 (b)

1,445,902

1,456,747

General Growth Properties, Inc. Tranche B, term loan 5.58% 11/12/08 (b)

5,971,575

6,023,826

Lake Las Vegas LLC Tranche 1, term loan 6.0887% 11/1/09 (b)

3,926,873

3,936,690

LNR Property Corp. Tranche B, term loan 6.3396% 2/3/08 (b)

3,919,880

3,934,580

Maguire Properties, Inc. Tranche B, term loan 4.9% 3/15/10 (b)

4,611,111

4,634,167

Shea Mountain House LLC Tranche B, term loan 5.27% 5/11/11 (b)

2,430,000

2,436,075

22,422,085

Hotels - 1.7%

Starwood Hotels & Resorts Worldwide, Inc. term loan 4.58% 10/9/06 (b)

5,151,815

5,151,815

Wyndham International, Inc. Tranche 1:

Credit-Linked Deposit 6.435% 5/6/11 (b)

172,415

172,846

term loan 6.5% 5/6/11 (b)

1,823,017

1,827,575

7,152,236

Insurance - 1.2%

Marsh & McLennan Companies, Inc. term loan 4.1875% 12/31/06 (b)

5,000,000

5,006,250

Leisure - 0.7%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 6.19% 6/8/12 (b)

3,000,000

3,037,500

Metals/Mining - 2.5%

Murray Energy Corp. Tranche 1, term loan 6.33% 1/28/10 (b)

498,750

501,244

Novelis, Inc. term loan 4.96% 1/7/12 (b)

3,461,538

3,491,827

Peabody Energy Corp. term loan 4.431% 3/21/10 (b)

2,955,664

2,959,358

Trout Coal Holdings LLC / Dakota Tranche 1, term loan 5.9736% 3/23/11 (b)

3,690,750

3,699,977

10,652,406

Floating Rate Loans (c) - continued

Principal
Amount

Value

Paper - 3.2%

Escanaba Timber LLC term loan 6% 5/2/08 (b)

$ 520,000

$ 528,450

Georgia-Pacific Corp. term loan 4.78% 7/2/09 (b)

1,000,000

1,000,000

Koch Cellulose LLC:

term loan 5.24% 5/7/11 (b)

1,958,517

1,980,550

Credit-Linked Deposit 4.6113% 5/7/11 (b)

602,945

609,728

Smurfit-Stone Container Enterprises, Inc.:

Credit-Linked Deposit 3.0888% 11/1/10 (b)

655,111

662,481

Tranche B, term loan 5.4158% 11/1/11 (b)

5,221,241

5,279,980

Tranche C, term loan 5.2921% 11/1/11 (b)

1,927,849

1,949,538

Xerium Technologies, Inc. Tranche B, term loan 5.49% 5/18/12 (b)

1,500,000

1,515,000

13,525,727

Publishing/Printing - 2.7%

Dex Media West LLC/Dex Media West Finance Co. Tranche B, term loan 4.9282% 9/9/10 (b)

6,618,287

6,667,924

Liberty Group Operating, Inc. Tranche B, term loan 5.4436% 2/28/12 (b)

197,006

197,499

R.H. Donnelley Corp. Tranche B2, term loan 5.0536% 6/30/11 (b)

4,298,142

4,330,378

11,195,801

Railroad - 1.4%

Kansas City Southern Railway Co. Tranche B1, term loan 5.1572% 3/30/08 (b)

2,788,360

2,823,214

RailAmerica, Inc. term loan 5.3125% 9/29/11 (b)

2,972,505

3,013,376

5,836,590

Restaurants - 2.4%

Domino's, Inc. term loan 5.25% 6/25/10 (b)

4,809,121

4,857,213

Jack in the Box, Inc. term loan 4.9463% 1/8/11 (b)

3,125,659

3,160,823

Landry's Seafood Restaurants, Inc. term loan 5.2387% 12/28/10 (b)

1,457,675

1,474,074

Ruth's Chris Steak House, Inc. term loan 6.25% 3/11/11 (b)

480,952

480,952

9,973,062

Services - 5.2%

Coinstar, Inc. term loan 5.55% 7/1/11 (b)

827,233

839,642

DynCorp term loan 6.0625% 2/11/11 (b)

2,000,000

2,010,000

Iron Mountain, Inc.:

term loan 5.125% 4/2/11 (b)

3,722,242

3,759,464

Tranche R, term loan 4.9816% 4/2/11 (b)

4,975,000

5,024,750

JohnsonDiversey, Inc. Tranche B, term loan 4.9578% 11/3/09 (b)

336,005

338,525

Floating Rate Loans (c) - continued

Principal
Amount

Value

Services - continued

Knowledge Learning Corp. term loan 5.99% 1/7/12 (b)

$ 4,061,111

$ 4,081,417

Rural/Metro Corp.:

Credit-Linked Deposit 5.65% 3/4/11 (b)

520,882

524,789

term loan 6.0297% 3/4/11 (b)

1,904,941

1,919,228

United Rentals, Inc.:

term loan 5.5742% 2/14/11 (b)

2,843,979

2,875,974

Tranche B, Credit-Linked Deposit 4.8224% 2/14/11 (b)

575,996

581,756

21,955,545

Shipping - 0.1%

Baker Tanks, Inc. term loan 5.8793% 1/30/11 (b)

249,375

251,869

Technology - 4.5%

AMI Semiconductor, Inc. term loan 4.83% 4/1/12 (b)

1,596,000

1,599,990

Fairchild Semiconductor Corp. Tranche B3, term loan 5.354% 12/31/10 (b)

2,060,334

2,080,937

Fidelity National Information Solutions, Inc. Tranche B, term loan 4.96% 3/9/13 (b)

5,719,500

5,698,052

Infor Global Solutions AG Tranche 1, term loan 6.712% 4/18/11 (b)

6,000,000

6,015,000

ON Semiconductor Corp. Tranche G, term loan 6.5% 12/15/11 (b)

2,985,000

2,992,463

UGS Holdings, Inc. Tranche C, term loan 5.1462% 3/31/12 (b)

475,172

479,924

18,866,366

Telecommunications - 6.0%

Alaska Communications Systems Holding term loan 5.49% 2/1/12 (b)

7,100,000

7,153,250

American Tower LP Tranche C, term loan 5.2099% 8/31/11 (b)

2,573,550

2,599,286

Conversant Holdings, Inc. Tranche B, term loan 7.3351% 3/31/11 (b)

1,962,500

1,945,328

Hawaiian Telcom Communications, Inc. Tranche B, term loan 5.73% 10/31/12 (b)

3,000,000

3,030,000

Intelsat Ltd. term loan 5.25% 7/28/11 (b)

3,236,542

3,264,862

New Skies Satellites BV term loan 5.4375% 5/2/11 (b)

1,490,609

1,511,105

NTELOS, Inc.:

term loan 8.33% 2/24/12 (b)

200,000

196,000

Tranche B, term loan 5.83% 8/24/11 (b)

995,000

995,000

Qwest Corp. Tranche A, term loan 7.9338% 6/30/07 (b)

1,600,000

1,648,000

Floating Rate Loans (c) - continued

Principal
Amount

Value

Telecommunications - continued

SpectraSite Communications, Inc. Tranche B, term loan 4.91% 5/19/12 (b)

$ 1,990,000

$ 2,004,925

Valor Telecommunications Enterprises LLC/Valor Finance Corp. Tranche B, term loan 5.392% 2/14/12 (b)

784,000

793,800

25,141,556

Textiles & Apparel - 0.3%

St. John Knits International, Inc. Tranche B, term loan 6% 3/23/12 (b)

498,750

503,114

William Carter Co. term loan 5.08% 6/29/12 (b)

850,000

860,625

1,363,739

TOTAL FLOATING RATE LOANS

(Cost $381,285,882)

381,946,942

Nonconvertible Bonds - 8.1%

Automotive - 3.5%

General Motors Acceptance Corp.:

4.145% 5/18/06 (b)

2,000,000

1,990,538

4.3948% 10/20/05 (b)

5,000,000

5,004,260

4.6019% 9/23/08 (b)

3,000,000

2,773,467

6.75% 1/15/06

2,000,000

2,015,780

7.5% 7/15/05

3,000,000

3,001,296

14,785,341

Diversified Financial Services - 1.2%

Residential Capital Corp. 4.835% 6/29/07 (a)(b)

5,000,000

5,001,880

Technology - 1.2%

Nortel Networks Corp. 6.125% 2/15/06

5,000,000

5,025,000

Telecommunications - 2.2%

Qwest Corp. 6.6706% 6/15/13 (a)(b)

2,840,000

2,907,450

Rogers Communications, Inc. 6.535% 12/15/10 (b)

6,000,000

6,240,000

9,147,450

TOTAL NONCONVERTIBLE BONDS

(Cost $34,062,076)

33,959,671

Cash Equivalents - 4.8%

Maturity
Amount

Value

Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 3.42%, dated 6/30/05 due 7/1/05)
(Cost $19,961,000)

$ 19,962,899

$ 19,961,000

TOTAL INVESTMENT PORTFOLIO - 103.8%

(Cost $435,308,958)

435,867,613

NET OTHER ASSETS - (3.8)%

(15,788,511)

NET ASSETS - 100%

$ 420,079,102

Legend

(a) 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 $7,909,330 or 1.9% of net assets.

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

(c) Remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

Income Tax Information

At June 30, 2005, the aggregate cost of investment securities for income tax purposes was $435,285,647. Net unrealized appreciation aggregated $581,966, of which $1,609,203 related to appreciated investment securities and $1,027,237 related to depreciated investment securities.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Visit Fidelity

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

Arizona

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Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

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Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

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Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

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Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, 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

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

3501 PGA Boulevard
West Palm Beach, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

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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

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Semiannual Report

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, 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

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

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

Semiannual Report

To Write Fidelity

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

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Making Changes
To Your Account

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

Fidelity Investments
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General Correspondence

Fidelity Investments
P.O. Box 500
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Semiannual Report

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Investment Adviser

Fidelity Management & Research Company Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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Spartan®

Intermediate Municipal Income
Fund

Semiannual Report

June 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

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

Beginning
Account Value
January 1, 2005

Ending
Account Value
June 30, 2005

Expenses Paid
During Period
*
January 1, 2005
to June 30, 2005

Actual

$ 1,000.00

$ 1,019.20

$ 2.15

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,022.66

$ 2.16

* Expenses are equal to the Fund's annualized expense ratio of .43%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Five States as of June 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Texas

18.1

18.5

California

12.1

11.9

Illinois

11.0

12.3

Washington

8.1

8.3

New York

7.6

6.4

Top Five Sectors as of June 30, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

General Obligations

39.0

40.7

Electric Utilities

14.4

15.0

Transportation

11.0

11.8

Health Care

8.8

8.8

Escrowed/Pre-Refunded

8.0

7.1

Average Years to Maturity as of June 30, 2005

6 months ago

Years

8.6

8.6

Average years to maturity is based on the average time remaining to the stated maturity date of each bond, weighted by the market value of each bond.

Duration as of June 30, 2005

6 months ago

Years

5.2

5.4

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 June 30, 2005

As of December 31, 2004

AAA 66.9%

AAA 67.0%

AA,A 23.1%

AA,A 24.1%

BBB 7.9%

BBB 8.8%

BB and Below 0.3%

BB and Below 0.0%

Not Rated 0.5%

Not Rated 0.6%

Short-Term
Investments and
Net Other Assets 1.3%

Short-Term
Investments and
Net Other Assets* (0.5)%



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.

Semiannual Report

Investments June 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Municipal Bonds - 98.3%

Principal Amount (000s)

Value (Note 1) (000s)

Alabama - 1.3%

Alabama Pub. School & College Auth. Rev. Series 1999 C, 5.625% 7/1/13

$ 4,200

$ 4,647

Birmingham Gen. Oblig. Series 2002 A, 5.25% 4/1/07 (FSA Insured)

2,415

2,516

Huntsville Solid Waste Disp. Auth. & Resource Recovery Rev.:

5.25% 10/1/07 (MBIA Insured) (d)

1,700

1,761

5.25% 10/1/08 (MBIA Insured) (d)

3,055

3,210

5.75% 10/1/09 (MBIA Insured) (d)

3,865

4,174

Jefferson County Ltd. Oblig. School Warrants Series A:

5.25% 1/1/15

2,000

2,197

5.5% 1/1/22

1,100

1,214

Jefferson County Swr. Rev. Series A:

5% 2/1/33 (Pre-Refunded to 2/1/09 @ 101) (e)

2,915

3,132

5% 2/1/41 (Pre-Refunded to 2/1/11 @ 101) (e)

1,580

1,735

24,586

Alaska - 0.2%

Alaska Student Ln. Corp. Student Ln. Rev. Series A, 5.8% 7/1/12 (AMBAC Insured) (d)

2,935

3,243

Arizona - 0.3%

Arizona School Facilities Board Ctfs. of Prtn.:

Series B, 5.25% 9/1/19 (Pre-Refunded to 9/1/14 @ 100) (e)

1,060

1,208

Series C, 5% 9/1/09 (FSA Insured)

1,100

1,180

Arizona School Facilities Board State School Impt. Rev. 5.25% 7/1/20

1,000

1,099

Tucson Wtr. Rev. Series A, 5% 7/1/11 (FGIC Insured)

1,500

1,637

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

1,100

1,189

6,313

California - 12.1%

Alameda Corridor Trans. Auth. Rev. Series 1999 A, 0% 10/1/34 (MBIA Insured)

9,095

2,228

Cabrillo Cmnty. College District 5.25% 8/1/15 (MBIA Insured)

1,400

1,590

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

5.25% 12/1/16 (FGIC Insured)

5,000

5,592

5.25% 12/1/18 (FGIC Insured)

5,000

5,548

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

California Dept. of Wtr. Resources Pwr. Supply Rev.:

Series 2002 A:

5.5% 5/1/07

$ 3,500

$ 3,661

5.75% 5/1/17

1,800

2,036

Series A:

5.25% 5/1/10 (MBIA Insured)

1,155

1,266

5.25% 5/1/11 (FSA Insured)

5,800

6,423

5.25% 5/1/12 (MBIA Insured)

6,000

6,690

5.5% 5/1/15 (AMBAC Insured)

2,600

2,927

6% 5/1/15

5,700

6,584

California Econ. Recovery:

Series 2004 A:

5% 7/1/16

4,100

4,413

5.25% 7/1/12

3,000

3,352

Series A:

5.25% 7/1/13 (MBIA Insured)

5,000

5,657

5.25% 7/1/14 (FGIC Insured)

1,300

1,479

Series B, 5%, tender 7/1/07 (c)

8,000

8,350

California Gen. Oblig.:

4.5% 2/1/09

2,800

2,932

5% 2/1/25

4,000

4,225

5.25% 2/1/10 (FSA Insured)

7,100

7,768

5.25% 2/1/11

4,000

4,387

5.25% 3/1/12

2,210

2,445

5.25% 2/1/15

5,000

5,573

5.25% 2/1/16

8,500

9,462

5.25% 2/1/28

3,400

3,673

5.25% 11/1/29

1,200

1,298

5.5% 3/1/11

8,500

9,443

5.5% 3/1/11 (FGIC Insured)

3,000

3,361

5.5% 4/1/13 (AMBAC Insured)

1,000

1,141

5.5% 4/1/30

1,500

1,683

5.5% 11/1/33

6,700

7,500

5.625% 5/1/20

1,700

1,886

5.75% 10/1/10

2,200

2,462

5.75% 10/1/10 (MBIA Insured)

3,000

3,392

California Health Facilities Fing. Auth. Rev. (Catholic Healthcare West Proj.) Series I, 4.95%, tender 7/1/14 (c)

3,000

3,178

California Hsg. Fin. Agcy. Home Mtg. Rev. Series 1983 A, 0% 2/1/15 (MBIA Insured)

19,346

8,977

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

California Poll. Cont. Fing. Auth. Ctfs. of Prtn. (Pacific Gas & Elec. Co. Proj.) Series 2004 B, 3.5%, tender 6/1/07 (FGIC Insured) (c)(d)

$ 8,000

$ 8,088

California Pub. Works Board Lease Rev.:

(Coalinga State Hosp. Proj.) Series 2004 A, 5.5% 6/1/16

5,600

6,282

Series 2005 A, 5.25% 6/1/30

4,300

4,648

California Statewide Cmntys. Dev. Auth. Rev.:

(Kaiser Fund Hosp./Health Place, Inc. Proj.) Series 2002 C, 3.85%, tender 6/1/12 (c)

1,300

1,308

(Kaiser Permanente Health Sys. Proj.) Series 2004 G, 2.3%, tender 5/1/07 (c)

4,000

3,956

Commerce Refuse To Energy Auth. Rev. 5.5% 7/1/12 (MBIA Insured)

2,290

2,579

Foothill/Eastern Trans. Corridor Agcy. Toll Road Rev.:

Series A, 5% 1/1/35 (MBIA Insured)

1,900

1,962

0% 1/15/27 (a)

1,000

843

5% 1/15/16 (MBIA Insured)

1,000

1,068

5.75% 1/15/40

1,600

1,640

Golden State Tobacco Securitization Corp.:

Series 2003 A1, 6.75% 6/1/39

2,000

2,251

Series 2003 B:

5% 6/1/08

1,300

1,356

5.75% 6/1/22

3,600

3,851

5.75% 6/1/23

1,300

1,380

Long Beach Hbr. Rev. Series A, 5.5% 5/15/07 (FGIC Insured) (d)

2,450

2,558

Los Angeles Unified School District:

Series A:

5.375% 7/1/17 (MBIA Insured)

6,800

7,687

5.375% 7/1/18 (MBIA Insured)

2,100

2,358

Series F, 5% 7/1/15 (FSA Insured)

4,000

4,403

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

3,085

3,695

Orange County Local Trans. Auth. Sales Tax Rev. 6.2% 2/14/11 (AMBAC Insured)

2,000

2,288

Sacramento Pwr. Auth. Cogeneration Proj. Rev. 6.5% 7/1/08 (Pre-Refunded to 7/1/06 @ 102) (e)

2,000

2,115

San Diego County Ctfs. of Prtn.:

5% 10/1/08

1,470

1,558

5.25% 10/1/10

1,620

1,772

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

San Francisco City & County Arpts. Commission Int'l. Arpt. Rev. Second Series 28A 5% 5/1/13 (MBIA Insured) (d)

$ 1,340

$ 1,435

San Joaquin Hills Trans. Corridor Agcy. Toll Road Rev. Series A:

0% 1/15/12 (MBIA Insured)

3,620

2,864

5.25% 1/15/30 (MBIA Insured)

1,400

1,472

Sulphur Springs Union School District Ctfs. of Prtn. (2002 School Facility Bridge Fdg. Prog.) 3.1%, tender 9/1/09 (FSA Insured) (c)

1,000

1,000

228,999

Colorado - 1.1%

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

5,000

3,874

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

2,575

2,878

Colorado Health Facilities Auth. Retirmnt Hsg. Rev. (Liberty Heights Proj.) 0% 7/15/22 (Escrowed to Maturity) (e)

2,885

1,335

Colorado Health Facilities Auth. Rev. Series 2001, 6.625% 11/15/26

2,550

2,867

Denver City & County Arpt. Rev. Series D, 0% 11/15/06 (d)

4,500

4,271

Douglas and Elbert Counties School District #RE1:

5.75% 12/15/20 (FGIC Insured)

1,000

1,166

5.75% 12/15/22 (FGIC Insured)

1,000

1,159

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

3,200

3,608

21,158

District Of Columbia - 1.2%

District of Columbia Ctfs. of Prtn. (District's Pub. Safety and Emergency Preparedness Communications Ctr. and Related Technology Proj.) Series 2003, 5.5% 1/1/16 (AMBAC Insured)

1,930

2,187

District of Columbia Gen. Oblig.:

Series 1998 A, 5.25% 6/1/10 (MBIA Insured)

3,000

3,219

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

2,260

2,475

Series A, 5.25% 6/1/10 (FSA Insured)

1,000

1,094

Series B, 0% 6/1/12 (MBIA Insured)

3,400

2,622

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

1,895

1,919

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

1,300

1,436

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

District Of Columbia - continued

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

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

$ 3,475

$ 3,712

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

2,780

2,957

21,621

Florida - 3.0%

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

880

937

Florida Dept. of Trans. Rev. Series 2005 A, 5% 7/1/16

3,465

3,808

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

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

14,200

14,213

5.25% 11/15/11

3,735

3,950

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

18,000

18,221

Miami Gen. Oblig. (Homeland Defense/Neighborhood Cap. Impt. Projs.) Series 2002, 5.5% 1/1/16 (MBIA Insured)

1,495

1,662

Miami-Dade County School Board Ctfs. of Prtn. 5%, tender 5/1/11 (MBIA Insured) (c)

1,400

1,507

Orange County School Board Ctfs. of Prtn. Series A, 0% 8/1/13 (MBIA Insured)

2,365

1,726

Palm Beach County School Board Ctfs. of Prtn. Series D, 5.25% 8/1/14 (FSA Insured)

3,535

3,917

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

2,000

2,220

Seminole County School Board Ctfs. of Prtn. Series A, 5% 7/1/12 (MBIA Insured)

1,520

1,677

Volusia County School Board Ctfs. of Prtn. (School Board of Volusia County Master Lease Prog.) 4.5% 8/1/07 (FSA Insured)

2,000

2,065

55,903

Georgia - 1.9%

Atlanta Arpt. Rev.:

Series 2000 B, 5.625% 1/1/09 (FGIC Insured) (d)

1,620

1,740

Series A, 5.375% 1/1/12 (FSA Insured) (d)

4,000

4,378

Series F, 5.25% 1/1/13 (FSA Insured) (d)

1,200

1,311

Augusta Wtr. & Swr. Rev. 5.25% 10/1/39 (FSA Insured)

3,570

3,889

Cobb County Dev. Auth. Solid Waste Disp. Rev. (Georgia Waste Mgmt. Proj.) Series A, 3.65%, tender 4/1/06 (c)(d)

1,000

1,002

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Georgia - continued

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

$ 1,500

$ 1,688

Columbia County Gen. Oblig. 5% 1/1/10 (FSA Insured)

1,500

1,621

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

1,440

1,605

Fulton DeKalb Hosp. Auth. Hosp. Rev.:

5% 1/1/07 (FSA Insured)

1,000

1,033

5% 1/1/10 (FSA Insured)

3,370

3,620

Georgia Gen. Oblig. Series 1993 A, 7.45% 1/1/09

2,880

3,309

Georgia Muni. Elec. Auth. Pwr. Rev.:

Series 1992 B, 8.25% 1/1/11 (MBIA Insured)

4,025

5,001

Series 2005 V:

6.6% 1/1/18 (e)

35

43

6.6% 1/1/18 (MBIA Insured)

1,550

1,905

Gilmer County School District 4.75% 4/1/10

2,000

2,144

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

1,245

1,337

Savannah Econ. Dev. Auth. Rev. (Southern Care Corp. Proj.) Series C, 0% 12/1/21 (Escrowed to Maturity) (e)

1,645

787

36,413

Hawaii - 0.4%

Hawaii Arpts. Sys. Rev.:

Series 2000 B, 8% 7/1/10 (FGIC Insured) (d)

3,700

4,418

Series 2001, 5.5% 7/1/06 (FGIC Insured) (d)

1,000

1,026

Hawaii Gen. Oblig. Series CY, 5.25% 2/1/10 (FSA Insured)

1,275

1,391

6,835

Illinois - 11.0%

Chicago Board of Ed.:

Series 1997 A, 0% 12/1/15 (AMBAC Insured)

1,150

759

Series A, 0% 12/1/16 (FGIC Insured)

1,000

625

Chicago Gen. Oblig.:

(City Colleges Proj.) 0% 1/1/16 (FGIC Insured)

4,100

2,679

(Neighborhoods Alive 21 Prog.):

Series A, 6% 1/1/28 (FGIC Insured)

1,815

2,051

6% 1/1/28 (Pre-Refunded to 7/1/10 @ 101) (e)

285

327

Series A:

5.25% 1/1/22 (MBIA Insured)

1,000

1,085

5.25% 1/1/33 (MBIA Insured)

3,000

3,183

Series A2, 6% 1/1/11 (AMBAC Insured)

1,205

1,368

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

Chicago Gen. Oblig.: - continued

Series C, 4% 1/1/09 (MBIA Insured)

$ 3,500

$ 3,608

5.25% 1/1/11 (FSA Insured)

2,070

2,273

Chicago Midway Arpt. Rev.:

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

1,250

1,311

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

4,000

4,175

Series B:

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

2,000

2,102

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

2,740

2,880

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

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

10,000

10,870

Series A:

5% 1/1/12 (MBIA Insured)

1,100

1,197

5.5% 1/1/10 (AMBAC Insured) (d)

1,350

1,458

6.25% 1/1/08 (AMBAC Insured) (d)

8,815

9,389

6.25% 1/1/08 (Pre-Refunded to 1/1/07 @ 102) (d)(e)

1,005

1,074

5.5% 1/1/09 (AMBAC Insured) (d)

4,400

4,709

Chicago Park District:

Series 2001 A, 5.5% 1/1/18 (FGIC Insured)

2,400

2,635

Series A, 5.25% 1/1/21 (FGIC Insured)

1,765

1,931

Series C, 5% 1/1/10 (AMBAC Insured)

1,000

1,077

Chicago Sales Tax Rev. 5.5% 1/1/12 (FGIC Insured)

2,200

2,470

Chicago Spl. Trans. Rev.:

Series 2001, 5.5% 1/1/17 (Escrowed to Maturity) (e)

1,000

1,115

5.5% 1/1/12 (Escrowed to Maturity) (e)

1,470

1,653

Chicago Transit Auth. Cap. Grant Receipts Rev. Series A, 4.25% 6/1/08 (AMBAC Insured)

3,545

3,589

Cook County Cmnty. College District #508 Ctfs. of Prtn. 8.75% 1/1/07 (FGIC Insured)

5,000

5,432

Cook County Cmnty. Consolidated School District #21, Wheeling:

0% 12/1/13 (Escrowed to Maturity) (e)

2,500

1,828

0% 12/1/18 (Escrowed to Maturity) (e)

3,900

2,258

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

3,275

2,704

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

4,275

3,370

DuPage County Forest Preserve District Rev.:

0% 11/1/09

4,000

3,458

0% 11/1/17

2,200

1,310

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

Granite City Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 3.85%, tender 5/1/08 (c)(d)

$ 2,200

$ 2,197

Illinois Dev. Fin. Auth. Rev. (DePaul Univ. Proj.) Series 2004 C, 5.625% 10/1/15

1,505

1,695

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

2,500

2,581

Illinois Edl. Facilities Auth. Revs. (Univ. of Chicago Proj.):

Series 2004 B1, 3.45%, tender 7/1/08 (c)

5,600

5,655

Series A, 5.25% 7/1/41 (Pre-Refunded to 7/1/11 @ 101) (e)

2,490

2,790

Series B:

3.1%, tender 7/1/07 (c)

3,600

3,607

Illinois Fin. Auth. Gas Supply Rev. (Peoples Gas Lt. and Coke Co. Proj.) Series A, 4.3%, tender 6/1/16 (AMBAC Insured) (c)

1,400

1,433

Illinois Fin. Auth. Rev. (DePaul Univ. Proj.):

5% 10/1/09

1,000

1,060

5% 10/1/10

1,235

1,320

5% 10/1/18 (XL Cap. Assurance, Inc. Insured)

2,815

3,040

Illinois Gen. Oblig.:

First Series:

5.25% 4/1/10 (MBIA Insured)

2,495

2,731

5.25% 12/1/17 (FSA Insured)

1,000

1,108

5.375% 7/1/15 (MBIA Insured)

1,300

1,451

5.5% 8/1/10

1,400

1,551

5.5% 4/1/16 (FSA Insured)

1,000

1,121

5.5% 2/1/18 (FGIC Insured)

1,000

1,115

5.5% 8/1/19 (MBIA Insured)

1,250

1,401

5.5% 4/1/17 (MBIA Insured)

2,600

2,839

5.6% 4/1/21 (MBIA Insured)

2,800

3,061

Illinois Health Facilities Auth. Rev.:

(Condell Med. Ctr. Proj.):

5% 5/15/09

1,040

1,071

7% 5/15/22

5,000

5,603

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

2,600

2,821

(Riverside Health Sys. Proj.) 6.8% 11/15/20 (Pre-Refunded to 11/15/10 @ 101) (e)

2,755

3,276

Illinois Sales Tax Rev.:

Series W, 5% 6/15/13

3,430

3,531

6% 6/15/20

1,600

1,795

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

$ 2,923

5.75% 2/1/16 (FGIC Insured)

2,165

2,447

Kane, McHenry, Cook & DeKalb Counties Cmnty. Unit School District #300, Carpentersville:

0% 12/1/18 (AMBAC Insured)

4,555

2,569

5.5% 12/1/16 (MBIA Insured)

2,500

2,775

Lake Co. Cmnty. High School District #117, Antioch Series B, 0% 12/1/20 (FGIC Insured)

5,300

2,695

Lake County Cmnty. Unit School District #60 Waukegan:

Series C:

0% 12/1/13 (FSA Insured)

5,590

4,014

0% 12/1/14 (FSA Insured)

5,180

3,550

0% 12/1/15 (FSA Insured)

3,810

2,488

Series D:

0% 12/1/09 (FSA Insured)

3,480

2,992

0% 12/1/10 (FSA Insured)

3,380

2,790

Lake County Warren Township High School District #121, Gurnee Series C, 5.75% 3/1/20 (AMBAC Insured)

2,370

2,752

Metropolitan Pier & Exposition Auth. Dedicated State Tax Rev.:

(McCormick Place Expansion Proj.):

Series 2002 A, 5.75% 6/15/41 (MBIA Insured)

7,100

8,034

Series A:

0% 6/15/11 (Escrowed to Maturity) (e)

7,780

6,338

0% 6/15/16 (FGIC Insured)

2,050

1,312

0% 6/15/17 (FGIC Insured)

3,240

1,977

0% 6/15/20 (FGIC Insured)

1,300

684

0% 6/15/34 (MBIA Insured)

1,000

256

Series 2002 A, 0% 6/15/14 (FGIC Insured)

3,895

2,738

Univ. of Illinois Auxiliary Facilities Sys. Rev. (UIC South Campus Dev. Proj.) 5.75% 1/15/19 (FGIC Insured)

1,000

1,102

Univ. of Illinois Ctfs. of Prtn. (Util. Infrastructure Projs.) 5% 8/15/11 (AMBAC Insured)

1,300

1,415

Will County Forest Preservation District Series B, 0% 12/1/14 (FGIC Insured)

1,000

685

208,342

Indiana - 4.4%

Anderson Ind. School Bldg. Corp.:

5.5% 7/15/22 (FSA Insured)

2,210

2,477

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Indiana - continued

Anderson Ind. School Bldg. Corp.: - continued

5.5% 7/15/23 (FSA Insured)

$ 1,000

$ 1,118

Carmel High School Bldg. Corp.:

5% 7/10/13 (FSA Insured)

1,145

1,260

5% 1/10/14 (FSA Insured)

1,180

1,297

5% 7/10/14 (FSA Insured)

1,215

1,341

5% 7/10/16 (FSA Insured)

1,180

1,287

Clark-Pleasant 2004 School Bldg. Corp. 5.25% 7/15/21 (FSA Insured)

1,405

1,544

Crown Point Multi-School Bldg. Corp.
(Crown Point Cmnty. School Corp. Proj.) 0% 1/15/18 (MBIA Insured)

6,850

3,971

East Allen Woodlan School Bldg. Corp.:

5% 1/15/11 (MBIA Insured)

1,030

1,120

5% 1/15/12 (MBIA Insured)

1,295

1,419

Franklin Township Independent School Bldg. Corp., Marion County 5% 7/15/15 (MBIA Insured)

1,700

1,872

GCS School Bldg. Corp. One:

5% 7/15/16 (FSA Insured)

1,170

1,286

5.5% 7/15/12 (FSA Insured)

1,280

1,450

Goshen Multi-School Bldg. Corp. 5% 1/15/13
(MBIA Insured)

1,755

1,928

Indiana Dev. Fin. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 2.7%, tender 10/1/05 (c)(d)

2,025

2,022

Indiana Health Facility Fing. Auth. Rev. (Ascension Health Cr. Group, Inc. Proj.) Series A, 5%, tender 5/1/07 (c)

6,900

7,158

Indiana Trans. Fin. Auth. Hwy. Series 1993 A:

0% 12/1/17 (AMBAC Insured)

1,470

877

0% 6/1/18 (AMBAC Insured)

1,740

1,007

Indianapolis Local Pub. Impt. Bond Bank (Indianapolis Arpt. Auth. Proj.) Series I:

5% 1/1/09 (MBIA Insured) (d)

1,600

1,688

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

3,545

3,800

Indianapolis Resource Recovery Rev. (Ogden Martin Sys., Inc. Proj.) 6.75% 12/1/07 (AMBAC Insured)

3,000

3,213

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

5,000

5,563

Ivy Tech State College Series I, 5% 7/1/10
(AMBAC Insured)

1,640

1,780

Lawrenceburg School Bldg. Corp. 5.5% 7/15/17
(FGIC Insured)

1,090

1,223

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Indiana - continued

Michigan City School Bldg. Corp. 5% 1/1/12 (MBIA Insured)

$ 2,210

$ 2,406

Mooresville School Bldg. Corp. 5% 7/15/16 (XL Cap. Assurance, Inc. Insured)

1,050

1,145

Perry Township Multi-School Bldg. Corp. 5.25% 1/10/14 (FSA Insured)

2,075

2,310

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

9,000

9,518

Portage Township Multi-School Bldg. Corp.:

5.25% 7/15/19 (MBIA Insured)

1,530

1,703

5.25% 7/15/27 (MBIA Insured)

1,310

1,427

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

5,000

5,130

South Harrison School Bldg. Corp. Series A, 5.5% 7/15/20 (FSA Insured)

2,550

2,853

Southmont School Bldg. Corp.:

5% 1/15/14 (FGIC Insured)

1,690

1,852

5% 7/15/17 (FGIC Insured)

2,000

2,160

Westfield Washington Multi-School Bldg. Corp. Series A, 5% 1/15/12 (FSA Insured)

1,005

1,101

83,306

Iowa - 0.2%

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

3,000

3,048

Kansas - 0.8%

Burlington Envir. Impt. Rev. (Kansas City Pwr. & Lt. Co. Proj.):

Series A, 4.75%, tender 10/1/07 (c)

2,800

2,889

Series C, 2.38%, tender 9/1/05 (c)

4,000

3,994

Kansas Dev. Fin. Auth. Rev.:

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

5.25% 12/1/10 (MBIA Insured)

2,230

2,381

5.25% 12/1/11 (MBIA Insured)

1,805

1,924

Series II, 5.5% 11/1/19

1,000

1,129

5.5% 11/1/20

1,000

1,129

La Cygne Envir. Impt. Rev. (Kansas City Pwr. & Lt. Co. Proj.) Series 1994, 2.25%, tender 9/1/05 (c)

2,500

2,496

15,942

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Kentucky - 0.2%

Kenton County Arpt. Board Arpt. Rev. Series B, 5% 3/1/10 (MBIA Insured) (d)

$ 1,645

$ 1,746

Louisville & Jefferson County Reg'l. Arpt. Auth. Arpt. Sys. Rev. Series C, 5.5% 7/1/12 (FSA Insured) (d)

2,250

2,480

4,226

Louisiana - 0.3%

Caddo Parish Parishwide School District Series A:

5.25% 3/1/15 (FSA Insured)

1,070

1,202

5.25% 3/1/16 (FSA Insured)

1,290

1,453

Jefferson Parish School Board 5.25% 2/1/14 (AMBAC Insured)

3,370

3,779

6,434

Maine - 0.2%

Maine Tpk. Auth. Tpk. Rev. Series 2000, 5.75% 7/1/28 (Pre-Refunded to 7/1/10 @ 101) (e)

3,310

3,756

Massachusetts - 3.5%

Massachusetts Bay Trans. Auth. Series A:

5.75% 7/1/18

260

290

5.75% 7/1/18 (Pre-Refunded to 7/1/10 @ 100) (e)

2,740

3,085

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

6.375% 8/1/14

1,315

1,490

6.375% 8/1/15

2,460

2,766

6.375% 8/1/16

2,570

2,903

Massachusetts Dev. Fin. Agcy. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 5.5%, tender 5/1/14 (c)(d)

3,000

3,197

Massachusetts Fed. Hwy. Series 2000 A:

5.75% 6/15/11

4,000

4,453

5.75% 6/15/13

3,000

3,352

Massachusetts Gen. Oblig.:

Series 2001 A, 5.5% 1/1/11

4,000

4,453

Series C, 5.25% 11/1/30 (Pre-Refunded to 11/1/12 @ 100) (e)

2,000

2,223

Massachusetts Indl. Fin. Agcy. Rev. (Massachusetts Biomedical Research Corp. Proj.) Series A2, 0% 8/1/07

5,800

5,427

Massachusetts Port Auth. Spl. Facilities Rev. (Delta Air Lines, Inc. Proj.) Series A:

5.5% 1/1/12 (AMBAC Insured) (d)

1,000

1,078

5.5% 1/1/14 (AMBAC Insured) (d)

1,000

1,075

5.5% 1/1/17 (AMBAC Insured) (d)

4,040

4,315

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Massachusetts - continued

Massachusetts Spl. Oblig. Dedicated Tax Rev. 5.75% 1/1/32 (Pre-Refunded to 1/1/14 @ 100) (e)

$ 5,500

$ 6,367

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

6,975

6,990

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

25

27

Springfield Gen. Oblig.:

5% 8/1/17 (MBIA Insured)

5,640

6,207

5.25% 8/1/14 (MBIA Insured)

5,000

5,642

65,340

Michigan - 3.3%

Clarkston Cmnty. Schools 5.375% 5/1/22

1,000

1,116

Detroit City School District Series A, 5.5% 5/1/11 (FSA Insured)

1,965

2,205

Detroit Convention Facilities Rev. (Cobo Hall Expansion Proj.):

5% 9/30/11 (MBIA Insured)

2,000

2,198

5% 9/30/12 (MBIA Insured)

1,500

1,659

Detroit Gen. Oblig.:

Series A, 5% 4/1/08 (FSA Insured)

6,600

6,955

Series B1, 5% 4/1/13 (AMBAC Insured)

2,305

2,542

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

10,000

10,682

Detroit Wtr. Supply Sys. Rev. Series 2001 A, 5.25% 7/1/33 (FGIC Insured)

190

203

Ferndale Gen. Oblig. 5% 4/1/16 (FGIC Insured)

1,450

1,583

Livonia Pub. School District Series II, 0% 5/1/21 (FGIC Insured) (Pre-Refunded to 5/1/07 @ 39.31) (e)

7,800

2,890

Michigan Ctfs. of Prtn. 5.75% 6/1/17 (AMBAC Insured)

1,000

1,113

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

8,915

9,364

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

(Ascension Health Cr. Group Proj.) Series A, 6.125% 11/15/26 (Pre-Refunded to 11/15/09 @ 101) (e)

800

906

(Crittenton Hosp. Proj.) Series A:

5.5% 3/1/16

1,000

1,084

5.5% 3/1/17

1,885

2,039

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

8,000

8,311

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

1,195

1,251

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Michigan - continued

Michigan Hosp. Fin. Auth. Hosp. Rev.: - continued

(Oakwood Obligated Group Proj.) 5.5% 11/1/11

$ 1,915

$ 2,094

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

40

40

Michigan Pub. Pwr. Agcy. Rev. (Belle River Proj.) Series A, 5.25% 1/1/09 (MBIA Insured)

1,000

1,076

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

1,500

1,607

Southfield Pub. Schools Series A, 5.25% 5/1/16 (Liquidity Facility Sumitomo Bank Lease Fin., Inc. (SBLF))

1,025

1,142

62,060

Minnesota - 0.7%

Minneapolis & Saint Paul Hsg. & Redev. Auth. Health Care Sys. Rev. (Health Partners Oblig. Group Proj.):

5.25% 12/1/09

1,250

1,340

5.625% 12/1/22

575

626

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

2,445

2,618

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

5,910

6,295

Saint Paul Port Auth. Lease Rev. (HealthEast Midway Campus Proj.) Series 2003 A, 5.25% 5/1/15

1,500

1,491

12,370

Mississippi - 0.3%

Harrison County School District 5% 3/1/16 (AMBAC Insured)

1,660

1,838

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

3,800

4,062

5,900

Missouri - 0.8%

Kansas City School District Bldg. Corp. Rev.:

(School District Elementary School Proj.) Series 2003 B, 5% 2/1/12 (FGIC Insured)

2,900

3,191

Series A, 5% 2/1/08 (FGIC Insured)

1,905

2,006

Mehlville School District #R-9, Saint Louis County Ctfs. of Prtn.:

(Missouri Cap. Impt. Projs.) Series 2002, 5.5% 9/1/17 (Pre-Refunded to 9/1/12 @ 100) (e)

1,000

1,141

5% 9/1/16 (FSA Insured)

2,030

2,239

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Missouri - continued

Missouri Envir. Impt. & Energy Resources Auth. Wtr. Poll. Cont. & Drinking Wtr. Rev. (State Revolving Fund Prog.) Series 2003 A, 5.125% 1/1/20

$ 2,315

$ 2,516

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

2,370

2,658

Saint Louis Muni. Fin. Corp. Leasehold Rev. (Civil Courts Bldg. Proj.) Series 2003 A, 5% 8/1/10 (FSA Insured)

2,010

2,189

15,940

Montana - 0.2%

Forsyth Poll. Cont. Rev. (Portland Gen. Elec. Co. Projs.) Series A, 5.2%, tender 5/1/09 (c)

2,900

3,062

Nebraska - 0.1%

Nebraska Pub. Pwr. District Rev. Series 2003 A, 5% 1/1/10 (AMBAC Insured)

1,435

1,549

Nevada - 1.0%

Clark County Arpt. Rev. Series C:

5.375% 7/1/18 (AMBAC Insured) (d)

1,500

1,628

5.375% 7/1/20 (AMBAC Insured) (d)

1,100

1,185

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

1,500

1,626

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

5,735

5,935

Clark County School District Series C, 5.375% 6/15/15 (Pre-Refunded to 6/15/12 @ 100) (e)

1,000

1,133

Las Vegas Valley Wtr. District Series B, 5.25% 6/1/17 (MBIA Insured)

2,300

2,538

Washoe County Gen. Oblig. Series 2000 B, 0% 7/1/16 (FSA Insured)

4,140

2,639

Washoe County School District Gen. Oblig. 5% 6/1/10 (FGIC Insured)

1,400

1,517

18,201

New Hampshire - 0.3%

Manchester School Facilities Rev. 5.5% 6/1/20 (Pre-Refunded to 6/1/13 @ 100) (e)

1,150

1,323

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New Hampshire - continued

New Hampshire Bus. Fin. Auth. Poll. Cont. Rev. (United Illumination Co.) Series A, 3.65%, tender 2/1/10 (AMBAC Insured) (c)(d)

$ 2,400

$ 2,401

New Hampshire Health & Ed. Facilities Auth. Rev. (Univ. Sys. of New Hampshire Proj.) 5.25% 7/1/07 (AMBAC Insured)

1,880

1,971

5,695

New Jersey - 2.0%

Elizabeth Gen. Oblig. 5.25% 8/15/09 (MBIA Insured)

1,200

1,302

New Jersey Gen. Oblig. Series 2005 N, 5.25% 7/15/10 (FGIC Insured) (b)

2,500

2,713

New Jersey Health Care Facilities Fing. Auth. Rev. (Atlantic City Med. Ctr. Proj.) 5.25% 7/1/05

2,250

2,250

New Jersey Tpk. Auth. Tpk. Rev.:

Series 2004 A, 3.15%, tender 1/1/10 (AMBAC Insured) (c)

5,350

5,348

Series A:

5.6% 1/1/22 (Pre-Refunded to 1/1/10 @ 100) (e)

600

665

5.625% 1/1/15 (Pre-Refunded to 1/1/10 @ 100) (e)

520

577

New Jersey Trans. Trust Fund Auth.:

Series A, 5.25% 12/15/08 (MBIA Insured)

5,000

5,367

Series B:

5.25% 12/15/10 (FGIC Insured)

4,500

4,964

5.25% 12/15/11 (FGIC Insured)

4,900

5,435

5.25% 12/15/17 (FGIC Insured)

4,000

4,518

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

4,910

5,093

38,232

New Mexico - 0.3%

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

1,400

1,490

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

2,000

2,103

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

2,075

2,131

5,724

New York - 7.6%

Erie County Indl. Dev. Agcy. School Facility Rev. (Buffalo City School District Proj.):

5.75% 5/1/16 (FSA Insured)

4,740

5,450

5.75% 5/1/19 (FSA Insured)

5,590

6,505

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New York - continued

Erie County Indl. Dev. Agcy. School Facility Rev. (Buffalo City School District Proj.): - continued

5.75% 5/1/22 (FSA Insured)

$ 2,240

$ 2,532

5.75% 5/1/22 (FSA Insured)

8,525

9,920

5.75% 5/1/25 (FSA Insured)

1,715

1,984

Long Island Pwr. Auth. Elec. Sys. Rev. Series B:

5% 6/1/10

2,600

2,779

5% 6/1/11

1,075

1,155

Metropolitan Trans. Auth. Rev. Series F, 5.25% 11/15/27 (MBIA Insured)

1,400

1,521

Metropolitan Trans. Auth. Svc. Contract Rev.:

Series 2002 B, 5% 1/1/07

3,090

3,189

Series 7, 5.625% 7/1/16 (Escrowed to Maturity) (e)

2,495

2,501

Series A, 5.5% 1/1/20 (MBIA Insured)

1,600

1,799

Series B, 5.5% 7/1/19 (MBIA Insured)

1,000

1,124

Series O, 5.75% 7/1/13 (Escrowed to Maturity) (e)

1,700

1,917

Metropolitan Trans. Auth. Transit Facilities Rev. Series C, 4.75% 7/1/16 (Pre-Refunded to 1/1/12 @ 100) (e)

305

333

Nassau County Gen. Oblig. Series Z, 5% 9/1/11 (FGIC Insured)

850

918

Nassau County Interim Fin. Auth. Series 2000 A, 5.75% 11/15/11 (MBIA Insured)

1,000

1,121

New York City Gen. Oblig.:

Series 2000 A, 6.5% 5/15/11

2,035

2,335

Series 2003 I, 5.75% 3/1/16

2,100

2,374

Series 2005 J:

5% 3/1/12

3,020

3,272

5% 3/1/20

9,000

9,655

Series 2005 K, 5% 8/1/11

6,000

6,502

Series A, 5.25% 11/1/14 (MBIA Insured)

600

665

Series C:

5.75% 3/15/27 (FSA Insured)

1,145

1,292

5.75% 3/15/27 (Pre-Refunded to 3/15/12 @ 100) (e)

355

410

Series E, 6% 8/1/11

60

63

Series G, 5.25% 8/1/14 (AMBAC Insured)

1,000

1,100

Series H, 5.75% 3/15/11 (FGIC Insured)

1,605

1,808

Series J, 5.875% 2/15/19

95

98

New York State Dorm. Auth. Revs.:

(City Univ. Sys. Consolidation Proj.):

Series A, 5.75% 7/1/13

3,400

3,843

Series C, 7.5% 7/1/10

5,900

6,505

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New York - continued

New York State Dorm. Auth. Revs.: - continued

(Long Island Jewish Med. Ctr. Proj.) 5.25% 7/1/11 (MBIA Insured)

$ 1,400

$ 1,506

(Mental Health Svcs. Proj.) Series D, 5% 2/15/12 (FGIC Insured)

9,000

9,857

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

705

715

Series 2003 A, 5% 3/15/09

3,000

3,203

New York State Envir. Facilities Corp. Clean Wtr. & Drinking Wtr. Rev. Series F:

4.875% 6/15/18

1,100

1,149

4.875% 6/15/20

2,200

2,291

5% 6/15/15

775

822

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

1,020

1,138

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

765

853

New York Thruway Auth. Second Gen. Hwy. & Bridge Trust Fund Series A, 5.25% 4/1/22 (MBIA Insured)

1,000

1,095

New York Transitional Fin. Auth. Rev. Series A, 5.75% 2/15/16

1,000

1,113

Tobacco Settlement Fing. Corp.:

Series 2004 B1, 5% 6/1/09 (FGIC Insured)

3,745

4,020

Series A1:

5% 6/1/11

10,000

10,192

5.25% 6/1/21 (AMBAC Insured)

2,200

2,403

5.25% 6/1/22 (AMBAC Insured)

3,450

3,762

5.5% 6/1/15

8,000

8,696

Series C1:

5.5% 6/1/14

2,700

2,898

5.5% 6/1/20

800

887

Triborough Bridge & Tunnel Auth. Revs. Series 2005 A, 5.125% 1/1/22

2,000

2,146

143,416

New York & New Jersey - 0.5%

Port Auth. of New York & New Jersey:

120th Series, 5.75% 10/15/13 (MBIA Insured) (d)

7,620

8,134

124th Series, 5% 8/1/13 (FGIC Insured) (d)

1,215

1,275

9,409

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

North Carolina - 2.2%

Dare County Ctfs. of Prtn.:

5.25% 6/1/16 (AMBAC Insured)

$ 1,580

$ 1,767

5.25% 6/1/20 (AMBAC Insured)

1,520

1,675

North Carolina Ctfs. of Prtn. (Repair and Renovation Proj.):

Series 2004 B, 4% 6/1/06

1,200

1,215

Series B, 5.25% 6/1/17

1,400

1,564

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

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

2,000

2,196

Series A:

5.5% 1/1/11

1,565

1,695

5.75% 1/1/26

1,000

1,064

Series B:

5.875% 1/1/21 (MBIA Insured)

5,800

6,158

6% 1/1/06

5,250

5,320

6.125% 1/1/09

2,120

2,294

Series C:

5.25% 1/1/10

2,630

2,798

5.5% 1/1/07

500

516

5.5% 1/1/07 (MBIA Insured)

2,340

2,435

Series D:

5.375% 1/1/10

3,315

3,544

6% 1/1/09

3,240

3,399

North Carolina Infrastructure Fin. Corp. Ctfs. of Prtn. (North Carolina Correctional Facilities Proj.) Series A, 5% 2/1/17

2,500

2,729

North Carolina Muni. Pwr. Agcy. #1 Catawba Elec. Rev. Series 1992, 7.25% 1/1/07

1,300

1,376

41,745

North Dakota - 0.3%

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

3,685

4,152

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

1,140

1,191

5,343

Ohio - 1.2%

Bowling Green Univ. Gen. Receipts 5.75% 6/1/13 (Pre-Refunded to 6/1/10 @ 101) (e)

1,125

1,274

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

2,000

2,189

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Ohio - continued

Indian Hill Exempt Village School District Hamilton County 5.5% 12/1/16 (Pre-Refunded to 12/1/11 @ 100) (e)

$ 1,060

$ 1,200

Lake County Hosp. Impt. Facilities Rev. (Lake Hosp. Sys., Inc. Proj.) 6.875% 8/15/11 (Escrowed to Maturity) (e)

3,400

3,785

Ohio Air Quality Dev. Auth. Rev.:

(Pennsylvania Pwr. Co. Proj.) 3.375%, tender 7/1/05 (c)

2,200

2,200

Series 2002 A, 3.5%, tender 1/1/06 (c)

1,000

1,000

Ohio Wtr. Dev. Auth. Poll. Cont. Facilities Rev. (Toledo Edison Co. Proj.) Series B, 4.5%, tender 9/1/05 (c)

6,000

6,005

Ohio Wtr. Dev. Auth. Wtr. Poll. Cont. Rev. (Ohio Edison Co. Proj.) Series A, 3.35%, tender 6/1/06 (c)

1,700

1,701

Olentangy Local School District 5.5% 12/1/15 (FSA Insured)

1,000

1,128

Richland County Hosp. Facilities (MedCentral Health Sys. Proj.) Series B, 6.375% 11/15/22

1,500

1,616

22,098

Oklahoma - 0.9%

Cherokee County Econ. Dev. Auth. Series A, 0% 11/1/11 (Escrowed to Maturity) (e)

1,000

793

Durant Cmnty. Facilities Auth. Sales Tax Rev. 5.5% 11/1/19 (XL Cap. Assurance, Inc. Insured)

1,050

1,192

Grand River Dam Auth. Rev. 6.25% 6/1/11 (AMBAC Insured)

2,350

2,729

Midwest City Muni. Auth. Cap. Impt. Rev. 5.5% 6/1/10 (Escrowed to Maturity) (e)

3,700

3,935

Oklahoma City Pub. Property Auth. Hotel Tax Rev.:

5.5% 10/1/19 (FGIC Insured)

2,165

2,455

5.5% 10/1/20 (FGIC Insured)

1,550

1,755

Tulsa Indl. Auth. Rev. (Univ. of Tulsa Proj.) Series 2000 A, 5.75% 10/1/25 (MBIA Insured)

4,000

4,439

17,298

Oregon - 0.7%

Beaverton School District #48J, Washington and Multnomah Counties Series B, 5% 6/1/10 (FSA Insured)

1,455

1,574

Clackamas County School District #62C, Oregon City Series 2004, 5% 6/15/18 (FSA Insured)

1,800

1,965

Jackson County School District #9, Eagle Point 5.625% 6/15/16 (Pre-Refunded to 6/15/11 @ 100) (e)

2,040

2,314

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Oregon - continued

Multnomah County Gen. Oblig. Series 2000 A, 5.5% 4/1/20 (Pre-Refunded to 4/1/10 @ 100) (e)

$ 1,000

$ 1,109

Oregon Dept. Administrative Svcs. Ctfs. of Prtn. Series B, 5% 5/1/09 (FSA Insured)

1,320

1,412

Portland Swr. Sys. Rev. Series 2000 A, 5.75% 8/1/18 (Pre-Refunded to 8/1/10 @ 100) (e)

1,000

1,126

Tri-County Metropolitan Trans. District Rev. Series A:

5.75% 8/1/14 (Pre-Refunded to 8/1/10 @ 100) (e)

1,520

1,708

5.75% 8/1/17 (Pre-Refunded to 8/1/10 @ 100) (e)

1,950

2,192

13,400

Pennsylvania - 2.3%

Allegheny County Arpt. Rev. (Pittsburgh Int'l. Arpt. Proj.) Series A1:

5.75% 1/1/07 (MBIA Insured) (d)

2,000

2,070

5.75% 1/1/12 (MBIA Insured) (d)

1,210

1,328

Allegheny County Hosp. Dev. Auth. Rev.:

(Health Ctr.-UPMC Health Sys. Proj.) Series B, 5.25% 7/1/06 (MBIA Insured)

3,085

3,160

(UPMC Health Sys. Proj.) Series 1999 B, 4.55% 12/15/10 (AMBAC Insured)

1,330

1,396

Annville-Cleona School District 5.5% 3/1/23 (FSA Insured)

1,300

1,475

Canon McMillan School District Series 2001 B, 5.75% 12/1/33 (FGIC Insured)

1,400

1,564

Clarion County Indl. Dev. Auth. Wtr. Facilities Rev. (Pennsylvania-American Wtr. Co. Proj.) 3.6%, tender 12/1/09 (AMBAC Insured) (c)(d)

5,665

5,676

Delaware County Auth. Hosp. Rev. (Crozer-Chester Med. Ctr. Proj.) 5.75% 12/15/13

1,165

1,244

Montgomery County Higher Ed. & Health Auth. Hosp. Rev. (Abington Memorial Hosp. Proj.) Series A, 6% 6/1/22 (AMBAC Insured)

3,930

4,839

Pennsylvania Econ. Dev. Fing. Auth. Exempt Facilities Rev.:

(Amtrak Proj.) Series 2001 A:

6.125% 11/1/21 (d)

1,300

1,383

6.5% 11/1/16 (d)

1,100

1,207

(Shippingport Proj.) Series A, 4.35%, tender 6/1/10 (c)(d)

1,200

1,203

Pennsylvania Higher Edl. Facilities Auth. Rev.:

(Univ. of Pennsylvania Health Systems Proj.) Series A, 5% 8/15/16 (AMBAC Insured)

1,400

1,536

(UPMC Health Sys. Proj.) Series 2001 A, 6% 1/15/22

4,000

4,459

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Pennsylvania - continued

Pennsylvania Tpk. Commission Tpk. Rev. Series S, 5.625% 6/1/12 (FGIC Insured)

$ 2,500

$ 2,837

Philadelphia Gen. Oblig. Series 2003 A, 5% 2/15/12 (XL Cap. Assurance, Inc. Insured)

1,000

1,098

Philadelphia Muni. Auth. Rev. Series B, 5.25% 11/15/11 (FSA Insured)

3,360

3,727

Philadelphia School District Series B, 5% 4/1/11 (AMBAC Insured)

2,100

2,299

West Allegheny School District Series B, 5.25% 2/1/13 (FGIC Insured)

1,345

1,513

44,014

Puerto Rico - 0.1%

Puerto Rico Pub. Bldgs Auth. Rev. Series K, 4%, tender 7/1/07 (MBIA Insured) (c)

1,000

1,027

South Carolina - 1.4%

Charleston County Hosp. Facilities (Care Alliance Health Services Proj.) Series A, 5.25% 8/15/11

1,765

1,909

Columbia Gen. Oblig. Ctfs. Prtn. (Tourism Dev. Fee Pledge Proj.) Series 2003, 5.25% 6/1/18 (AMBAC Insured)

2,310

2,548

Greenville County Pub. Facilities Corp. Certificate of Prtn. (Courthouse and Detention Proj.) 5% 4/1/11 (AMBAC Insured)

1,565

1,713

South Carolina Ed. Assistance Auth. Rev. (Guaranteed Student Ln. Prog.) Series B, 5.7% 9/1/05 (d)

2,000

2,006

South Carolina Jobs Econ. Dev. Auth. Hosp. Facilities Rev. (Palmetto Health Alliance Proj.) Series A, 7.125% 12/15/15 (Pre-Refunded to 12/15/10 @ 102) (e)

5,500

6,644

South Carolina Pub. Svc. Auth. Rev.:

(Santee Cooper Proj.) Series 2005 B, 5% 1/1/18 (MBIA Insured) (b)

1,800

1,956

Series 2005 B, 5% 1/1/10 (MBIA Insured) (b)

3,000

3,214

Series A:

5.5% 1/1/14 (FGIC Insured) (b)

1,300

1,478

5.5% 1/1/16 (FGIC Insured) (b)

2,705

3,109

York County School District #4 Series B, 5% 3/1/10 (FGIC Insured)

1,825

1,979

26,556

South Dakota - 0.4%

Minnehaha County Gen. Oblig.:

5.625% 12/1/16 (Pre-Refunded to 12/1/10 @ 100) (e)

2,000

2,235

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

South Dakota - continued

Minnehaha County Gen. Oblig.: - continued

5.625% 12/1/17 (Pre-Refunded to 12/1/10 @ 100) (e)

$ 2,115

$ 2,359

5.625% 12/1/18 (Pre-Refunded to 12/1/10 @ 100) (e)

2,350

2,616

7,210

Tennessee - 1.2%

Knox County Health Edl. & Hsg. Facilities Board Hosp. Facilities Rev. (Fort Sanders Alliance Proj.) Series C:

5.25% 1/1/15 (MBIA Insured)

1,235

1,386

6.25% 1/1/13 (MBIA Insured)

1,700

2,009

7.25% 1/1/10 (MBIA Insured)

8,000

9,329

Memphis-Shelby County Arpt. Auth. Arpt. Rev. Series A:

5% 9/1/10 (MBIA Insured)

1,755

1,899

5% 9/1/11 (MBIA Insured)

1,835

1,998

5% 9/1/13 (MBIA Insured)

2,010

2,209

Metropolitan Govt. Nashville & Davidson County Health & Edl. Facilities Board Rev. (Ascension Health Cr. Group Proj.) Series A:

5.875% 11/15/28 (Pre-Refunded to 11/15/09 @ 101) (e)

1,200

1,346

6% 11/15/30 (Pre-Refunded to 11/15/09 @ 101) (e)

1,600

1,803

Shelby County Health Edl. & Hsg. Facility Board Hosp. Rev. (Methodist Health Care Proj.) 5.5% 4/1/09 (MBIA Insured)

1,100

1,186

23,165

Texas - 18.1%

Alief Independent School District Series 2004 B, 5% 2/15/09

2,000

2,134

Alvin Independent School District Series A, 5.25% 2/15/17

1,015

1,134

Arlington Independent School District 0% 2/15/07

1,570

1,495

Austin Cmnty. College District 5% 8/1/18 (AMBAC Insured)

1,000

1,085

Austin Independent School District:

5.25% 8/1/11 (b)

3,515

3,783

5.7% 8/1/11

1,070

1,105

Austin Util. Sys. Rev.:

Series A, 0% 11/15/10 (MBIA Insured)

5,200

4,318

0% 11/15/12 (AMBAC Insured)

2,000

1,517

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Bexar Metropolitan Wtr. District Wtrwks. Sys. Rev.:

5.375% 5/1/15 (FSA Insured)

$ 1,365

$ 1,523

5.375% 5/1/16 (FSA Insured)

1,425

1,584

5.375% 5/1/17 (FSA Insured)

1,490

1,650

Birdville Independent School District:

0% 2/15/12

4,150

3,240

5% 2/15/10

1,200

1,295

Brazos River Auth. Poll. Cont. Rev. (Texas Utils. Elec. Co. Proj.) Series 1995 B, 5.05%, tender 6/19/06 (c)(d)

8,180

8,299

Bryan Wtrwks. & Swr. Sys. Rev. 5.5% 7/1/11 (FSA Insured)

1,500

1,684

Cedar Hill Independent School District 0% 8/15/07

1,465

1,377

Clint Independent School District 5.5% 8/15/18

1,000

1,117

Corpus Christi Gen. Oblig.:

5% 3/1/09 (AMBAC Insured)

1,505

1,607

5% 3/1/10 (AMBAC Insured)

1,565

1,690

Corpus Christi Util. Sys. Rev. 5.25% 7/15/16 (FSA Insured)

3,000

3,424

Cypress-Fairbanks Independent School District:

Series A, 0% 2/15/16

3,640

2,342

5.75% 2/15/17

1,500

1,698

Dallas County Gen. Oblig. Series A:

0% 8/15/06

3,500

3,392

0% 8/15/07

3,605

3,387

Dallas Independent School District Series 2005, 5.25% 8/15/11 (b)

2,000

2,209

Del Valle Independent School District:

5% 2/1/15

2,015

2,217

5% 2/1/16

2,195

2,406

5.5% 2/1/10

1,275

1,402

5.5% 2/1/11

1,350

1,503

Denton County Gen. Oblig.:

5% 7/15/13 (FSA Insured)

1,195

1,320

5% 7/15/14 (FSA Insured)

3,570

3,921

El Paso Wtr. & Swr. Rev. 5% 3/1/11 (AMBAC Insured)

3,100

3,381

Fort Worth Independent School District 5% 2/15/12

1,500

1,644

Fort Worth Wtr. & Swr. Rev. Series A, 5% 2/15/11 (FSA Insured)

2,000

2,180

Frisco Gen. Oblig. Series 2003 A, 5% 2/15/11 (FSA Insured)

4,060

4,419

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Garland Independent School District:

Series A:

4% 2/15/17

$ 3,505

$ 3,516

5% 2/15/10

1,000

1,079

5.5% 2/15/12

2,180

2,396

Garland Wtr. & Swr. Rev. 5.25% 3/1/20 (AMBAC Insured)

1,170

1,282

Harlandale Independent School District 5.5% 8/15/35

1,400

1,520

Harris County Gen. Oblig.:

(Toll Road Proj.):

Series A, 0% 8/15/18 (Pre-Refunded to 8/15/09 @ 53.836) (e)

7,500

3,547

0% 10/1/14 (MBIA Insured)

8,530

5,901

0% 10/1/16 (MBIA Insured)

6,180

3,878

Harris County Health Facilities Dev. Corp. Rev. (Saint Luke's Episcopal Hosp. Proj.) Series 2001 A:

5.625% 2/15/14

2,500

2,728

5.625% 2/15/15

2,680

2,920

Houston Area Wtr. Corp. Contract Rev. (Northeast Wtr. Purification Proj.):

5.5% 3/1/15 (FGIC Insured)

1,000

1,120

5.5% 3/1/18 (FGIC Insured)

1,140

1,269

Houston Arpt. Sys. Rev.:

(Automated People Mover Proj.) Series A, 5.375% 7/15/11 (FSA Insured) (d)

3,300

3,444

Series B, 5.5% 7/1/30 (FSA Insured)

3,900

4,215

Houston Gen. Oblig. Series A, 5.25% 3/1/13

250

269

Houston Independent School District:

Series A, 0% 8/15/11

13,740

10,996

0% 8/15/10 (AMBAC Insured)

2,200

1,845

0% 8/15/15

2,000

1,319

Houston Wtr. & Swr. Sys. Rev. Series C:

0% 12/1/10 (AMBAC Insured)

2,600

2,160

0% 12/1/11 (AMBAC Insured)

8,250

6,557

Humble Independent School District 0% 2/15/10

2,320

1,980

Katy Independent School District Series A, 0% 2/15/07

2,550

2,429

Keller Independent School District:

Series 1996 A, 0% 8/15/17

1,000

598

Series A, 0% 8/15/12

1,590

1,215

La Joya Independent School District 5.75% 2/15/17

2,200

2,434

Lamar Consolidated Independent School District 5.25% 2/15/14

3,750

3,946

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Laredo Gen. Oblig.:

5.125% 8/15/11 (FGIC Insured)

$ 2,225

$ 2,389

5.25% 2/15/13 (FGIC Insured)

1,335

1,354

Leander Independent School District 7.5% 8/15/05

600

603

Lewisville Independent School District 0% 8/15/08

5,000

4,428

Lower Colorado River Auth. Rev. 0% 1/1/09 (Escrowed to Maturity) (e)

615

552

Lower Colorado River Auth. Transmission Contract Rev. (LCRA Transmission Services Corp. Proj.) Series C, 5.25% 5/15/21 (AMBAC Insured)

2,405

2,626

Mansfield Independent School District:

5.5% 2/15/13

1,575

1,749

5.5% 2/15/14

2,280

2,527

5.5% 2/15/15

2,270

2,546

5.5% 2/15/16

3,450

3,869

5.5% 2/15/18

1,000

1,103

5.5% 2/15/19

2,530

2,786

McLennan County Jr. College District 5% 8/15/17 (FSA Insured)

1,235

1,343

Mesquite Independent School District 5.375% 8/15/11

1,500

1,599

Midway Independent School District 0% 8/15/19

1,400

756

Montgomery County Gen. Oblig. Series A, 5.625% 3/1/19 (FSA Insured)

4,000

4,480

Mount Pleasant Independent School District 5.5% 2/15/17

1,010

1,120

Navasota Independent School District:

5.25% 8/15/34 (FGIC Insured)

1,000

1,080

5.5% 8/15/26 (FGIC Insured)

1,225

1,361

New Braunfels Independent School District 5.5% 2/1/15

1,135

1,256

North Central Health Facilities Dev. Corp. Rev. Series 1997 B, 5.75% 2/15/15 (MBIA Insured)

2,520

2,932

Northside Independent School District:

Series A, 5.25% 2/15/17

2,975

3,261

5.5% 2/15/13

1,090

1,211

5.5% 2/15/13 (Pre-Refunded to 2/15/11 @ 100) (e)

1,220

1,368

5.5% 2/15/16

470

520

5.5% 2/15/16 (Pre-Refunded to 2/15/11 @ 100) (e)

530

594

Pearland Independent School District Series A, 5.875% 2/15/19 (Pre-Refunded to 2/15/11 @ 100) (e)

1,000

1,140

Pflugerville Independent School District:

5.75% 8/15/14 (Pre-Refunded to 8/15/10 @ 100) (e)

1,000

1,127

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Pflugerville Independent School District: - continued

5.75% 8/15/17 (Pre-Refunded to 8/15/10 @ 100) (e)

$ 500

$ 564

5.75% 8/15/19 (Pre-Refunded to 8/15/10 @ 100) (e)

2,000

2,255

Red River Ed. Fin. Corp. Ed. Rev. (Hockaday School Proj.) 5.75% 5/15/19

1,210

1,330

Rio Grande City Consolidated Independent School District:

5.875% 8/15/20 (Pre-Refunded to 8/15/10 @ 100) (e)

2,605

2,952

5.875% 8/15/22 (Pre-Refunded to 8/15/10 @ 100) (e)

2,925

3,315

Rockwall Independent School District:

5.375% 2/15/17

1,045

1,153

5.375% 2/15/18

1,370

1,510

5.625% 2/15/11

3,865

4,330

Round Rock Independent School District:

Series 2001 A:

5.5% 8/1/13 (Pre-Refunded to 8/1/11 @ 100) (e)

1,940

2,189

5.5% 8/1/15 (Pre-Refunded to 8/1/11 @ 100) (e)

1,510

1,704

0% 2/15/07

7,645

7,282

5.375% 8/1/15 (Pre-Refunded to 8/1/12 @ 100) (e)

1,000

1,132

5.375% 8/1/17 (Pre-Refunded to 8/1/12 @ 100) (e)

1,050

1,188

San Antonio Elec. & Gas Systems Rev.:

5.375% 2/1/17

3,495

3,857

5.375% 2/1/17 (Pre-Refunded to 2/1/12 @ 100) (e)

2,505

2,791

5.75% 2/1/11 (Escrowed to Maturity) (e)

1,410

1,553

San Antonio Muni. Drain Util. Sys. Rev.:

5.25% 2/1/13 (MBIA Insured)

1,740

1,951

5.25% 2/1/14 (MBIA Insured)

1,835

2,068

San Antonio Wtr. Sys. Rev. 5.875% 5/15/17

1,000

1,110

Snyder Independent School District 5.25% 2/15/26 (AMBAC Insured)

1,350

1,474

Southwest Higher Ed. Auth. Rev. (Southern Methodist Univ. Proj.) 5.5% 10/1/12 (AMBAC Insured)

2,905

3,305

Spring Branch Independent School District:

Series 2001, 5.375% 2/1/14

2,700

2,968

5.375% 2/1/18

1,400

1,527

Spring Independent School District 0% 2/15/07

5,900

5,620

Tarrant County Health Facilities Dev. Corp. Hosp. Rev. 5.375% 11/15/20

1,250

1,304

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Texas Gen. Oblig.:

(College Student Ln. Prog.):

5.25% 8/1/09 (d)

$ 6,885

$ 7,389

5.375% 8/1/10 (d)

1,900

2,069

5% 8/1/09 (d)

5,000

5,101

Texas Pub. Fin. Auth. Rev. (Bldg. and Procurement Commission Projs.) Series A, 5% 2/1/10 (AMBAC Insured)

1,000

1,079

Texas State Univ. Sys. Fing. Rev. 5% 3/15/12 (FSA Insured)

2,000

2,198

Texas Tpk. Auth. Central Tpk. Sys. Rev. 5.75% 8/15/38 (AMBAC Insured)

10,110

11,395

Texas Tpk. Auth. Dallas North Tollway Rev.:

5.25% 1/1/23 (FGIC Insured)

7,000

7,217

6.5% 1/1/07 (FGIC Insured)

5,090

5,370

Texas Wtr. Dev. Board Rev.:

Series A, 5.5% 7/15/21

1,700

1,838

Series B, 5.625% 7/15/21

2,010

2,198

Travis County Health Facilities Dev. Corp. Rev. (Ascension Health Cr. Prog.) Series A, 6.25% 11/15/19 (Pre-Refunded to 11/15/09 @ 101) (e)

4,000

4,557

Trinity River Auth. Reg'l. Wastewtr. Sys. Rev. 5.25% 8/1/09 (MBIA Insured)

3,060

3,322

Trinity River Auth. Rev. (Tarrant County Wtr. Proj.) 5.5% 2/1/19 (MBIA Insured)

1,000

1,116

Tyler Health Facilities Dev. Corp. Hosp. Rev. (Mother Frances Hosp. Reg'l. Health Care Ctr. Proj.) 5.25% 7/1/10

4,080

4,267

Waxahachie Independent School District:

0% 8/15/14

1,460

1,012

0% 8/15/20 (Pre-Refunded to 8/15/10 @ 51.59) (e)

4,780

2,082

0% 8/15/21 (Pre-Refunded to 8/15/10 @ 48.18) (e)

3,860

1,570

Webb County Gen. Oblig. 5% 2/15/09 (FGIC Insured)

1,230

1,313

White Settlement Independent School District 5.75% 8/15/34

1,000

1,127

Williamson County Gen. Oblig.:

5.5% 2/15/19 (FSA Insured)

35

39

5.5% 2/15/19 (Pre-Refunded to 2/15/11 @ 100) (e)

3,265

3,660

5.5% 2/15/19 (Pre-Refunded to 2/15/12 @ 100) (e)

1,400

1,589

Yselta Independent School District 0% 8/15/11

1,100

880

341,545

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Utah - 0.7%

Intermountain Pwr. Agcy. Pwr. Supply Rev. Series B, 5.75% 7/1/16 (MBIA Insured)

$ 1,000

$ 1,072

Salt Lake County Hosp. Rev. (IHC Health Svcs., Inc. Proj.) 5.5% 5/15/12 (AMBAC Insured)

5,000

5,591

Salt Lake County Wtr. Conservancy District Rev. Series A, 0% 10/1/06 (AMBAC Insured)

3,500

3,381

Utah Muni. Pwr. Agcy. Elec. Sys. Rev. Series A, 5% 7/1/10 (AMBAC Insured)

2,740

2,974

13,018

Vermont - 0.2%

Vermont Edl. & Health Bldgs. Fing. Agcy. Rev. (Fletcher Allen Health Care, Inc. Proj.):

Series 2000 A, 6.125% 12/1/27 (AMBAC Insured)

2,800

3,185

Series A, 5.75% 12/1/18 (AMBAC Insured)

1,200

1,347

4,532

Virginia - 0.4%

Amelia County Indl. Dev. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 4.05%, tender 4/1/08 (c)(d)

1,000

1,004

Arlington County Indl. Dev. Auth. Resource Recovery Rev. (Alexandria/Arlington Waste Proj.) Series B, 5.375% 1/1/11 (FSA Insured) (d)

2,750

2,963

Virginia Hsg. Dev. Auth. Multi-family Hsg. Rev. Series I:

5.75% 5/1/07 (d)

1,380

1,419

5.85% 5/1/08 (d)

1,370

1,410

6,796

Washington - 8.1%

Chelan County Pub. Util. District #1 Columbia River-Rock Island Hydro-Elec. Sys. Rev. Series A:

0% 6/1/17 (MBIA Insured)

2,800

1,662

0% 6/1/24 (MBIA Insured)

1,505

612

0% 6/1/29 (MBIA Insured)

5,600

1,736

Chelan County Pub. Util. District #1 Rev. Series 2005 A, 5.125%, tender 7/1/15 (FGIC Insured) (c)(d)

1,000

1,087

Chelan County School District #246, Wenatchee 5.5% 12/1/19 (FSA Insured)

1,300

1,447

Clark County Pub. Util. District #1 Elec. Rev.:

Series B:

5.25% 1/1/10 (FSA Insured)

1,630

1,776

5.25% 1/1/11 (FSA Insured)

1,715

1,892

5% 1/1/09 (MBIA Insured)

1,265

1,350

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Washington - continued

Clark County Pub. Util. District #1 Elec. Rev.: - continued

5% 1/1/10 (MBIA Insured)

$ 2,000

$ 2,159

Clark County School District #114, Evergreen 5.375% 12/1/14 (FSA Insured)

2,000

2,244

Clark County School District #37, Vancouver Series C, 0% 12/1/19 (FGIC Insured)

3,000

1,596

Cowlitz County Gen. Oblig. 5.5% 11/1/11 (FSA Insured)

460

502

Energy Northwest Elec. Rev. (#1 Proj.) Series B, 6% 7/1/17 (MBIA Insured)

4,000

4,607

Franklin County Pub. Util. District #1 Elec. Rev. 5.625% 9/1/21 (MBIA Insured)

2,000

2,229

Grant County Pub. Util. District #2 Wanapum Hydro Elec. Rev.:

Second Series B, 5.25% 1/1/14 (MBIA Insured) (d)

1,235

1,322

Series B, 5.25% 1/1/16 (FGIC Insured) (d)

1,000

1,100

King County School District #414, Lake Washington 5.25% 12/1/15 (Pre-Refunded to 12/1/10 @ 100) (e)

1,000

1,108

King County Swr. Rev. Series B:

5.5% 1/1/15 (FSA Insured)

7,245

8,119

5.5% 1/1/17 (FSA Insured)

2,565

2,864

5.5% 1/1/18 (FSA Insured)

3,010

3,344

Port of Seattle Rev.:

Series 2000 B, 5.5% 2/1/08 (MBIA Insured) (d)

6,225

6,558

Series B:

5.25% 9/1/07 (FGIC Insured) (d)

3,185

3,321

5.5% 9/1/08 (FGIC Insured) (d)

3,750

3,988

Series D, 5.75% 11/1/06 (FGIC Insured) (d)

3,660

3,799

Seattle Wtr. Sys. Rev. Series B, 5.75% 7/1/23 (FGIC Insured)

1,000

1,102

Snohomish County Pub. Hosp. District #2 (Stevens Health Care Proj.):

4.5% 12/1/07 (FGIC Insured)

1,705

1,770

4.5% 12/1/09 (FGIC Insured)

855

902

Snohomish County School District #4, Lake Stevens 5.125% 12/1/17 (FGIC Insured)

2,000

2,228

Spokane Pub. Facilities District Hotel/Motel Tax & Sales/Use Tax Rev. 5.75% 12/1/18 (MBIA Insured)

1,000

1,170

Tacoma Elec. Sys. Rev. Series A, 5.625% 1/1/21 (FSA Insured)

3,800

4,201

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Washington - continued

Tumwater School District #33, Thurston County Series 1996 B:

0% 12/1/11 (FGIC Insured)

$ 6,415

$ 5,051

0% 12/1/12 (FGIC Insured)

6,830

5,143

Washington Gen. Oblig.:

(Convention & Trade Ctr. Proj.) Series AT5, 0% 8/1/12 (MBIA Insured)

2,025

1,538

Series 2001 C, 5.25% 1/1/16

3,000

3,287

Series C, 5.25% 1/1/26 (FSA Insured)

2,200

2,360

Series R 97A, 0% 7/1/19 (MBIA Insured)

3,440

1,864

Washington Health Care Facilities Auth. Rev.:

(Providence Health Systems Proj.) Series 2001 A, 5.5% 10/1/13 (MBIA Insured)

3,065

3,398

(Swedish Health Svcs. Proj.) 5.5% 11/15/12 (AMBAC Insured)

3,000

3,274

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #1 Rev. Series 1997 B, 5.125% 7/1/13 (FSA Insured)

9,500

10,052

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #2 Rev. Series A, 5% 7/1/12 (FSA Insured)

3,500

3,748

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #3 Rev.:

Series B:

0% 7/1/07

15,130

14,244

0% 7/1/10

16,000

13,327

0% 7/1/10

2,250

1,874

0% 7/1/12 (MBIA Insured)

4,000

3,027

Series C, 7.5% 7/1/08 (MBIA Insured)

7,040

7,919

151,901

West Virginia - 0.0%

Kanawha/Putnam County, Huntington/Charlestown City Series 1984 A, 0% 12/1/16 (Escrowed to Maturity) (e)

1,100

687

Wisconsin - 0.9%

Badger Tobacco Asset Securitization Corp. 6.125% 6/1/27

2,305

2,445

Evansville Cmnty. School District 5% 4/1/16 (FSA Insured)

1,460

1,636

Fond Du Lac School District 5.75% 4/1/12 (Pre-Refunded to 4/1/10 @ 100) (e)

1,000

1,120

Menasha Joint School District:

5.5% 3/1/19 (e)

970

1,101

5.5% 3/1/19 (FSA Insured)

60

66

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Wisconsin - continued

Wisconsin Gen. Oblig.:

Series 1, 5% 5/1/11 (MBIA Insured) (b)

$ 2,500

$ 2,687

Series D, 5.4% 5/1/20 (Pre-Refunded to 5/1/11 @ 100) (e)

1,000

1,117

Wisconsin Health & Edl. Facilities Auth. Rev. (Wheaton Franciscan Svcs., Inc. Proj.):

Series A, 5.5% 8/15/14

1,775

1,949

5.75% 8/15/12

1,760

1,978

6% 8/15/16

1,000

1,121

6.25% 8/15/22

1,600

1,780

17,000

TOTAL MUNICIPAL BONDS

(Cost $1,785,850)

1,854,358

Municipal Notes - 0.4%

Michigan - 0.4%

Michigan Strategic Fund Poll. Cont. Rev. (Gen. Motors Corp. Proj.) Series 1988 A, 4.4%, VRDN (c)
(Cost $7,000)

7,000

7,000

TOTAL INVESTMENT PORTFOLIO - 98.7%

(Cost $1,792,850)

1,861,358

NET OTHER ASSETS - 1.3%

24,927

NET ASSETS - 100%

$ 1,886,285

Swap Agreements

Expiration Date

Notional Amount (000s)

Value (000s)

Interest Rate Swap

Receive quarterly a floating rate based on BMA Municipal Swap Index and pay quarterly a fixed rate equal to 3.646% with Merrill Lynch, Inc.

Sept. 2010

$ 20,000

$ (389)

Security Type Abbreviation

VRDN - VARIABLE RATE
DEMAND NOTE

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

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

(d) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(e) Security collateralized by an amount sufficient to pay interest and principal.

Other Information

The distribution of municipal securities by revenue source, as a percentage of total net assets, is as follows:

General Obligations

39.0%

Electric Utilities

14.4%

Transportation

11.0%

Health Care

8.8%

Escrowed/Pre-Refunded

8.0%

Water & Sewer

5.5%

Others* (individually less than 5%)

13.3%

100.0%

*Includes net other assets

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

June 30, 2005 (Unaudited)

Assets

Investment in securities, at value (cost $1,792,850) - See accompanying schedule

$ 1,861,358

Cash

60,622

Receivable for investments sold

429

Receivable for fund shares sold

2,197

Interest receivable

24,768

Prepaid expenses

4

Other receivables

84

Total assets

1,949,462

Liabilities

Payable for investments purchased
Regular delivery

$ 37,657

Delayed delivery

20,829

Payable for fund shares redeemed

1,906

Distributions payable

1,727

Swap agreements, at value

389

Accrued management fee

476

Other affiliated payables

160

Other payables and accrued expenses

33

Total liabilities

63,177

Net Assets

$ 1,886,285

Net Assets consist of:

Paid in capital

$ 1,812,923

Undistributed net investment income

163

Accumulated undistributed net realized gain (loss) on investments

5,080

Net unrealized appreciation (depreciation) on investments

68,119

Net Assets, for 185,994 shares outstanding

$ 1,886,285

Net Asset Value, offering price and redemption price per share ($1,886,285 ÷ 185,994 shares)

$ 10.14

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended June 30, 2005 (Unaudited)

Investment Income

Interest

$ 38,663

Expenses

Management fee

$ 2,851

Transfer agent fees

758

Accounting fees and expenses

163

Independent trustees' compensation

4

Custodian fees and expenses

15

Registration fees

54

Audit

29

Legal

2

Miscellaneous

10

Total expenses before reductions

3,886

Expense reductions

(209)

3,677

Net investment income

34,986

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

5,341

Futures contracts

105

Total net realized gain (loss)

5,446

Change in net unrealized appreciation (depreciation) on:

Investment securities

(4,849)

Futures contracts

(176)

Swap agreements

(389)

Total change in net unrealized appreciation (depreciation)

(5,414)

Net gain (loss)

32

Net increase (decrease) in net assets resulting from operations

$ 35,018

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
June 30, 2005
(Unaudited)

Year ended
December 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 34,986

$ 69,882

Net realized gain (loss)

5,446

8,345

Change in net unrealized appreciation (depreciation)

(5,414)

(16,385)

Net increase (decrease) in net assets resulting
from operations

35,018

61,842

Distributions to shareholders from net investment income

(35,007)

(69,814)

Distributions to shareholders from net realized gain

(1,816)

(6,735)

Total distributions

(36,823)

(76,549)

Share transactions
Proceeds from sales of shares

256,485

490,876

Reinvestment of distributions

25,830

52,974

Cost of shares redeemed

(207,250)

(514,451)

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

75,065

29,399

Redemption fees

10

36

Total increase (decrease) in net assets

73,270

14,728

Net Assets

Beginning of period

1,813,015

1,798,287

End of period (including undistributed net investment income of $163 and undistributed net investment income of $297, respectively)

$ 1,886,285

$ 1,813,015

Other Information

Shares

Sold

25,366

48,236

Issued in reinvestment of distributions

2,555

5,225

Redeemed

(20,537)

(50,908)

Net increase (decrease)

7,384

2,553

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

Semiannual Report

Financial Highlights

Six months ended
June 30, 2005

Years ended December 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value,
beginning of period

$ 10.15

$ 10.21

$ 10.23

$ 9.85

$ 9.78

$ 9.41

Income from Investment Operations

Net investment income D

.192

.395

.410

.427

.456F

.478

Net realized and unrealized gain (loss)

- G

(.022)

.120

.444

.073F

.368

Total from investment operations

.192

.373

.530

.871

.529

.846

Distributions from net investment income

(.192)

(.395)

(.410)

(.431)

(.459)

(.476)

Distributions from net realized gain

(.010)

(.038)

(.140)

(.060)

-

-

Total distributions

(.202)

(.433)

(.550)

(.491)

(.459)

(.476)

Redemption fees added to paid in capital

-D,G

-D,G

-D,G

-D,G

-D,G

-

Net asset value,
end of period

$ 10.14

$ 10.15

$ 10.21

$ 10.23

$ 9.85

$ 9.78

Total ReturnB,C

1.92%

3.74%

5.30%

9.02%

5.48%

9.26%

Ratios to Average Net AssetsE

Expenses before
expense reductions

.43%A

.43%

.44%

.45%

.46%

.50%

Expenses net of voluntary waivers, if any

.43%A

.43%

.44%

.45%

.46%

.50%

Expenses net of all
reductions

.40%A

.42%

.43%

.42%

.39%

.49%

Net investment income

3.83%A

3.89%

4.00%

4.24%

4.60%F

5.03%

Supplemental Data

Net assets, end of
period (in millions)

$ 1,886

$ 1,813

$ 1,798

$ 1,758

$ 1,487

$ 1,216

Portfolio turnover rate

27%A

26%

31%

31%

32%

19%

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

F 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. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

G Amount represents less than $.001 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2005 (Unaudited)

(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. On July 21, 2005 the Board of Trustees approved a change in the name of Spartan Intermediate Municipal Income Fund to Fidelity Intermediate Municipal Income Fund effective August 15, 2005. 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, including restricted 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 valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. 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 is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to futures transactions, market discount and losses deferred due to futures transactions.

The fund purchases municipal securities whose interest, in the opinion of the issuer, is free from federal income tax. There is no assurance that the Internal Revenue Service (IRS) will agree with this opinion. In the event the IRS determines that the issuer does not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued.

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

Unrealized appreciation

$ 70,850

Unrealized depreciation

(1,979)

Net unrealized appreciation (depreciation)

$ 68,871

Cost for federal income tax purposes

$ 1,792,487

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 30 days are subject to a redemption fee equal to .50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and 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

Semiannual Report

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

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 identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. The fund may use futures contracts to manage its exposure to the bond market and to fluctuations in interest rates. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Swap Agreements. The fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the fund's Schedule of Investments under the caption "Swap Agreements."

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $274,105 and $242,557, respectively.

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 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 annualized management fee rate was .31% 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-arrangement 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 shareholder reports, except proxy statements. The accounting fee is based on the level of average net assets for the month. For the period, the transfer agent fees were equivalent to an annualized 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 do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $100 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. 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 $14 and $195, respectively.

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7. Other.

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

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Spartan Intermediate Municipal Income Fund

Each year, typically in June, the Board of Trustees, including the independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders by Fidelity. At the time of the renewal, the Board had 11 standing committees, each composed of independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically during the first six months of each year and as necessary to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2005 meeting, the Board of Trustees, including the independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (1) the nature, extent, and quality of the services to be provided to the fund and its shareholders by Fidelity (including the investment performance of the fund); (2) the competitiveness of the management fee and total expenses of the fund; (3) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (4) the extent to which economies of scale would be realized as the fund grows; and (5) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders,

Semiannual Report

with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided by Fidelity. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Fidelity Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers. The Board also considered the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in June 2004, Fidelity has taken a number of actions that benefited particular funds, including (i) voluntarily deciding in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources, (ii) contractually agreeing to impose management fee reductions and expense limitations on its five Spartan stock index funds and its stock index fund available through variable insurance products, (iii) contractually agreeing to eliminate the management fees on the Fidelity Freedom Funds and the Fidelity Advisor Freedom Funds, (iv) contractually agreeing to reduce the management fees on most of its investment-grade taxable bond funds, and (v) contractually agreeing to impose expense limitations on its retail and Spartan investment-grade taxable bond funds.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2004, the fund's returns, the returns of a broad-based securities market index ("benchmark"), and a range of returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Semiannual Report



The Board noted that the relative investment performance of the fund has compared favorably to its Lipper peer group over time. The Board also noted that the relative investment performance of the fund was lower than its benchmark over time.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

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

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 9% would mean that 91% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile ("quadrant") in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2004. Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

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

Semiannual Report

The Board noted that the fund's total expenses ranked below its competitive median for 2004.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business. In addition, a special committee of the Board reviewed services provided to Fidelity by its affiliates and determined that the fees that Fidelity paid for such services were reasonable.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases. The Board concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information regarding (i) Fidelity's fund profitability methodology, including additional detail on various cost allocations; (ii) fall-out benefits to Fidelity; and (iii) compensation of portfolio managers and research analysts.

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

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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.

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Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

Fidelity Investments Money
Management, Inc.

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Citibank, N.A.

New York, NY

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

LIM-USAN-0805
1.787784.102

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

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Fidelity School Street Trust

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

August 23, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

August 23, 2005

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

August 23, 2005