N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2676

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:

December 31, 2006

Item 1. Reports to Stockholders

Fidelity®
New Markets Income
Fund

Annual Report

December 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

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.

Annual Report

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

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

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We have seen consistently strong performance from stocks and bonds of late, and some relief in energy prices, but the housing market slowdown bears watching for how it might affect the consumer. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended December 31, 2006

Past 1
year

Past 5
years

Past 10
years

Fidelity® New Markets Income Fund

11.89%

15.61%

12.13%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® New Markets Income Fund on December 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the J.P. Morgan Emerging Markets Bond Index (EMBI) Global performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from John Carlson, Portfolio Manager of Fidelity® New Markets Income Fund

The emerging-markets debt market - as measured by the J.P. Morgan Emerging Markets Bond Index (EMBI) Global - narrowly missed a fifth consecutive year of double-digit returns in 2006, but still posted a solid gain of 9.88% for the year, helped in part by the decline of the U.S. dollar against most major foreign currencies. The overall emerging-markets bond category shrugged off a number of disruptive events during the past year, including a coup in Thailand, war in Lebanon, a contested presidential election in Mexico, and falling oil prices in such exporting nations as Russia and Venezuela. Brazil, the largest component of the EMBI Global on average during the past year, did well, gaining nearly 15%. But the second-largest country weighting, Mexico, was a major drag on performance, returning only about 6%. Argentina had the highest increase, up roughly 51%, while Ecuador had the only negative return, falling roughly 12%.

For the 12 months that ended December 31, 2006, Fidelity New Markets Income Fund returned 11.89%, outperforming the J.P. Morgan EMBI Global. Investors put a record $6.2 billion into emerging-markets debt funds in 2006 according to Emerging Portfolio Fund Research. Favorable commodity prices and a broad group of countries posting economic growth amid moderating inflation expectations contributed to a beneficial global backdrop for emerging-markets debt. Argentina was the best performing country in the index by a wide margin, and the fund held an overweighted position in its securities. Security selection there was favorable because the fund owned warrants linked to Argentina's economic growth. My choices in Russia also helped performance, despite the country's lagging performance relative to the index. Security selection in Indonesia, as well as an underweighting in the country's strong performing sovereign bonds, hurt relative performance. Peru outperformed the benchmark, and the fund's mild underweighting there, especially in long-dated Peruvian sovereign bonds, also dampened results.

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

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including 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 (July 1, 2006 to December 31, 2006).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

Shareholder Expense Example - continued

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
July 1, 2006

Ending
Account Value
December 31, 2006

Expenses Paid
During Period
*
July 1, 2006 to
December 31, 2006

Actual

$ 1,000.00

$ 1,102.10

$ 4.77

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.67

$ 4.58

* Expenses are equal to the Fund's annualized expense ratio of .90%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Five Countries as of December 31, 2006

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazil

14.0

14.8

Philippines

8.7

9.4

Mexico

7.7

7.9

Venezuela

7.5

7.1

Turkey

7.3

4.6

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

Top Five Holdings as of December 31, 2006

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazilian Federative Republic

13.0

14.4

Philippine Republic

8.5

9.4

Turkish Republic

7.2

4.6

Venezuelan Republic

7.0

6.9

United Mexican States

6.7

7.9

42.4

Asset Allocation (% of fund's net assets)

As of December 31, 2006

As of June 30, 2006

Corporate Bonds 17.7%

Corporate Bonds 17.3%

Government
Obligations 71.2%

Government
Obligations 76.7%

Stocks and Investment Companies 1.6%

Stocks 0.1%

Other Investments 0.2%

Other Investments 0.3%

Short-Term
Investments and
Net Other Assets 9.3%

Short-Term
Investments and
Net Other Assets 5.6%

Annual Report

Investments December 31, 2006

Showing Percentage of Net Assets

Nonconvertible Bonds - 17.7%

Principal Amount (d)

Value
(Note 1)

Argentina - 0.5%

Telecom Personal SA 9.25% 12/22/10 (f)

$ 9,795,000

$ 10,309,238

Bahamas (Nassau) - 0.2%

Odebrecht Overseas Ltd. 9.625% 12/30/49

4,205,000

4,436,275

Brazil - 1.0%

Bertin Ltda 10.25% 10/5/16 (f)

2,730,000

2,893,800

Globo Communicacoes e Partcipacoes LTDA 9.375%

15,115,000

15,511,769

Net Servicos de Communicacao SA 9.25% 12/31/49 (f)

4,195,000

4,285,193

TOTAL BRAZIL

22,690,762

Cayman Islands - 0.2%

CFG Investment SAC 9.25% 12/19/13 (f)

3,345,000

3,336,638

Chile - 0.2%

Corporacion Nacional del Cobre (Codelco) 6.15% 10/24/36 (f)

4,890,000

5,007,922

Dominican Republic - 0.1%

Cap Cana SA 9.625% 11/3/13 (f)

2,595,000

2,630,681

Germany - 1.4%

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

9,310,000

10,147,900

Dresdner Bank AG:

10.375% 8/17/09 (f)

7,105,000

7,771,449

10.375% 8/17/09

2,320,000

2,537,616

Kyivstar GSM 7.75% 4/27/12 (Issued by Dresdner Bank AG for Kyivstar GSM) (f)

9,865,000

10,290,182

TOTAL GERMANY

30,747,147

Indonesia - 0.1%

APP International Finance (Mauritius) Ltd.:

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

4,420,000

110,500

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

1,335,000

33,375

Majapahit Holding BV 7.25% 10/17/11 (f)

1,815,000

1,867,181

TOTAL INDONESIA

2,011,056

Ireland - 0.2%

Red Arrow International Leasing 8.375% 6/30/12

RUB

134,318,677

5,274,427

Korea (South) - 0.4%

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

9,570,000

9,593,925

Luxembourg - 3.8%

Millicom International Cellular SA 10% 12/1/13

8,935,000

9,739,150

Mobile Telesystems Finance SA:

8% 1/28/12

11,496,000

12,070,800

Nonconvertible Bonds - continued

Principal Amount (d)

Value
(Note 1)

Luxembourg - continued

Mobile Telesystems Finance SA: - continued

8% 1/28/12 (f)

$ 12,640,000

$ 13,272,000

8.375% 10/14/10 (f)

4,110,000

4,336,050

8.375% 10/14/10 (Reg. S)

5,520,000

5,823,600

Norilsk Nickel Finance Luxembourg SA 7.125% 9/30/09

6,535,000

6,739,219

RSHB Capital SA:

6.97% 9/21/16 (e)

4,180,000

4,305,400

7.175% 5/16/13 (f)

4,930,000

5,194,988

UBS Luxembourg SA 8.25% 5/23/16

23,320,000

24,486,000

TOTAL LUXEMBOURG

85,967,207

Malaysia - 1.6%

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

16,700,000

20,414,080

Petronas Capital Ltd. 7.875% 5/22/22 (Reg. S)

12,460,000

15,313,340

TOTAL MALAYSIA

35,727,420

Mexico - 0.7%

Cablemas SA de CV 9.375% 11/15/15

6,080,000

6,680,400

Gruma SA de CV 7.75%

6,670,000

6,870,100

Urbi, Desarrollos Urbanos, SA de CV 8.5% 4/19/16 (f)

2,935,000

3,169,800

TOTAL MEXICO

16,720,300

Multi-National - 0.2%

Inter-American Development Bank 6.625% 4/17/17

PEN

13,600,000

4,319,690

Netherlands - 0.7%

Bulgaria Steel Finance BV 12% 5/4/13 unit

EUR

5,100,000

5,655,737

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

10,015,000

10,065,075

TOTAL NETHERLANDS

15,720,812

Pakistan - 0.3%

Pakistan Mobile Communcations Ltd. 8.625% 11/13/13 (f)

5,285,000

5,522,825

Philippines - 0.2%

National Power Corp. 6.875% 11/2/16 (f)

4,270,000

4,344,725

Singapore - 0.0%

Empire Capital Resources Pte Ltd. 9.375% 12/15/11 (f)

910,000

927,063

Tunisia - 0.2%

Banque Centrale de Tunisie 7.375% 4/25/12

4,380,000

4,736,970

Nonconvertible Bonds - continued

Principal Amount (d)

Value
(Note 1)

United Kingdom - 0.6%

Credit Suisse First Boston International 8% 11/6/15 (f)

$ 9,980,000

$ 10,338,182

Standard Bank PLC 8.125% 9/30/09

4,200,000

4,095,000

TOTAL UNITED KINGDOM

14,433,182

United States of America - 4.6%

Pemex Project Funding Master Trust:

6.625% 6/15/35

15,190,000

15,539,370

7.375% 12/15/14

12,720,000

14,004,720

7.75%

50,276,000

52,437,868

8.625% 2/1/22

16,955,000

21,066,588

TOTAL UNITED STATES OF AMERICA

103,048,546

Venezuela - 0.5%

Petrozuata Finance, Inc.:

7.63% 4/1/09 (f)

4,047,295

4,032,118

8.22% 4/1/17 (f)

6,055,000

6,024,725

TOTAL VENEZUELA

10,056,843

TOTAL NONCONVERTIBLE BONDS

(Cost $393,097,449)

397,563,654

Government Obligations - 71.2%

Argentina - 4.3%

Argentine Republic:

discount (with partial capitalization through 12/31/13) 8.28% 12/31/33

24,843,800

27,017,632

par 1.33% 12/31/38 (g)

38,385,000

20,727,900

5.589% 8/3/12 (g)

34,102,500

32,222,715

11.9855% 2/20/08 (g)

ARS

32,501,113

10,698,406

Gross Domestic Product Linked Security 12/15/35 (i)

44,280,000

6,044,220

TOTAL ARGENTINA

96,710,873

Belize - 0.1%

Belize Government 9.75% 6/12/15

2,760,000

2,083,800

Brazil - 13.0%

Brazilian Federative Republic:

7.125% 1/20/37

18,465,000

19,812,945

7.875% 3/7/15

9,365,000

10,465,388

8% 1/15/18

23,470,000

26,098,640

8.25% 1/20/34

28,215,000

34,224,795

Government Obligations - continued

Principal Amount (d)

Value
(Note 1)

Brazil - continued

Brazilian Federative Republic: - continued

8.75% 2/4/25

$ 25,690,000

$ 31,855,600

8.875% 10/14/19

12,625,000

15,528,750

8.875% 4/15/24

16,615,000

20,793,673

10.125% 5/15/27

7,325,000

10,291,625

10.5% 7/14/14

7,950,000

10,124,325

11% 1/11/12

5,965,000

7,354,845

11% 8/17/40

39,965,000

53,013,561

12.25% 3/6/30

12,770,000

21,198,200

12.5% 1/5/16

BRL

20,555,000

10,919,693

12.75% 1/15/20

13,455,000

20,989,800

TOTAL BRAZIL

292,671,840

Colombia - 2.7%

Colombian Republic:

7.175% 11/16/15 (g)

4,020,000

4,160,700

7.375% 9/18/37

9,400,000

10,090,900

8.125% 5/21/24

2,665,000

3,078,075

8.25% 12/22/14

3,590,000

4,074,650

10.375% 1/28/33

3,750,000

5,371,875

10.75% 1/15/13

8,030,000

9,937,125

11.75% 2/25/20

16,991,000

24,679,428

TOTAL COLOMBIA

61,392,753

Dominican Republic - 1.3%

Dominican Republic:

9.04% 1/23/18 (f)

8,131,748

9,306,786

9.5% 9/27/11

18,751,229

20,138,819

TOTAL DOMINICAN REPUBLIC

29,445,605

Ecuador - 1.2%

Ecuador Republic:

9.375% 12/15/15 (f)

4,530,000

3,533,400

10% 8/15/30 (Reg. S)

22,270,000

16,479,800

12% 11/15/12 (f)

826,200

644,436

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

8,455,800

6,595,524

TOTAL ECUADOR

27,253,160

El Salvador - 0.7%

El Salvador Republic:

7.65% 6/15/35

6,750,000

7,651,125

Government Obligations - continued

Principal Amount (d)

Value
(Note 1)

El Salvador - continued

El Salvador Republic: - continued

8.25% 4/10/32 (Reg. S)

$ 3,585,000

$ 4,307,378

8.5% 7/25/11 (Reg. S)

4,410,000

4,877,460

TOTAL EL SALVADOR

16,835,963

Indonesia - 1.9%

Indonesian Republic:

6.75% 3/10/14

4,765,000

4,985,620

7.5% 1/15/16 (f)

18,830,000

20,784,554

8.5% 10/12/35 (f)

13,385,000

16,664,325

TOTAL INDONESIA

42,434,499

Iraq - 0.3%

Republic of Iraq 5.8% 1/15/28 (f)

9,105,000

5,941,013

Ivory Coast - 0.7%

Ivory Coast:

Brady past due interest 2% 3/30/18 (Reg. S) (c)(g)

28,865,750

6,783,451

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

35,955,000

8,089,875

TOTAL IVORY COAST

14,873,326

Lebanon - 2.9%

Lebanon, Republic of:

7.125% 3/5/10

7,425,000

7,090,875

7.875% 5/20/11 (Reg. S)

7,305,000

7,158,900

8.6044% 11/30/09 (f)(g)

10,940,000

10,789,028

8.6044% 11/30/09 (g)

8,980,000

8,856,076

10.125% 8/6/08

7,060,000

7,227,675

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

8,450,000

8,766,875

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

12,565,000

14,512,575

TOTAL LEBANON

64,402,004

Mexico - 6.7%

United Mexican States:

5.625% 1/15/17

15,496,000

15,465,008

5.875% 1/15/14

11,860,000

12,168,360

6.625% 3/3/15

9,673,000

10,374,293

6.75% 9/27/34

10,205,000

11,072,425

7.5% 4/8/33

17,420,000

20,512,050

8.125% 12/30/19

8,390,000

10,252,580

8.3% 8/15/31

20,450,000

26,145,325

Government Obligations - continued

Principal Amount (d)

Value
(Note 1)

Mexico - continued

United Mexican States: - continued

11.375% 9/15/16

$ 10,850,000

$ 15,624,000

11.5% 5/15/26

17,480,000

28,273,900

TOTAL MEXICO

149,887,941

Nigeria - 0.3%

Central Bank of Nigeria:

promissory note 5.092% 1/5/10

6,190,588

5,867,841

warrants 11/15/20 (h)

4,000

808,000

TOTAL NIGERIA

6,675,841

Pakistan - 0.5%

Islamic Republic of Pakistan:

6.75% 2/19/09

3,515,000

3,567,725

7.125% 3/31/16 (f)

4,080,000

4,294,200

Pakistan International Sukuk Co. Ltd. 7.76% 1/27/10 (g)

4,325,000

4,470,969

TOTAL PAKISTAN

12,332,894

Panama - 0.7%

Panamanian Republic:

7.125% 1/29/26

5,370,000

5,799,600

8.875% 9/30/27

7,220,000

9,169,400

TOTAL PANAMA

14,969,000

Peru - 2.5%

Peruvian Republic:

7.35% 7/21/25

11,160,000

12,582,900

8.75% 11/21/33

5,895,000

7,759,294

9.125% 2/21/12

8,435,000

9,795,144

9.875% 2/6/15

9,925,000

12,579,938

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

14,181,600

14,068,147

TOTAL PERU

56,785,423

Philippines - 8.5%

Philippine Republic:

7.75% 1/14/31

17,965,000

20,368,717

8.375% 2/15/11

14,360,000

15,724,200

8.875% 3/17/15

13,520,000

16,004,976

9% 2/15/13

36,185,000

41,703,213

9.375% 1/18/17

12,905,000

15,969,938

9.5% 2/2/30

24,815,000

33,128,025

Government Obligations - continued

Principal Amount (d)

Value
(Note 1)

Philippines - continued

Philippine Republic: - continued

9.875% 1/15/19

$ 20,625,000

$ 26,915,625

10.625% 3/16/25

15,360,000

22,023,168

TOTAL PHILIPPINES

191,837,862

Qatar - 0.4%

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

6,745,000

10,026,443

Russia - 4.4%

Russian Federation:

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

27,197,500

30,733,175

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

17,657,000

25,558,508

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

23,092,000

41,796,520

TOTAL RUSSIA

98,088,203

Serbia & Montenegro - 0.3%

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

7,545,000

7,016,850

Turkey - 7.2%

Turkish Republic:

6.875% 3/17/36

22,740,000

21,801,975

7.375% 2/5/25

5,895,000

6,042,375

8% 2/14/34

19,640,000

21,481,250

9.5% 1/15/14

13,950,000

16,321,500

11% 1/14/13

25,290,000

31,106,700

11.5% 1/23/12

12,540,000

15,298,800

11.75% 6/15/10

14,750,000

17,405,000

11.875% 1/15/30

20,565,000

31,747,219

TOTAL TURKEY

161,204,819

Ukraine - 1.5%

City of Kiev 8.75% 8/8/08

8,315,000

8,618,498

Ukraine Government:

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

3,855,000

3,966,024

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

9,285,000

10,016,194

8.9025% 8/5/09 (g)

9,565,000

10,129,335

TOTAL UKRAINE

32,730,051

Uruguay - 1.7%

Uruguay Republic:

7.625% 3/21/36

10,430,000

11,473,000

7.875% 1/15/33 pay-in-kind

8,310,000

9,265,650

Government Obligations - continued

Principal Amount (d)

Value
(Note 1)

Uruguay - continued

Uruguay Republic: - continued

8% 11/18/22

$ 12,310,000

$ 13,971,850

9.25% 5/17/17

3,315,000

4,049,273

TOTAL URUGUAY

38,759,773

Venezuela - 7.0%

Venezuelan Republic:

oil recovery rights 4/15/20 (h)

171,700

5,580,250

6% 12/9/20

11,815,000

11,017,488

6.3738% 4/20/11 (g)

18,365,000

18,181,350

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

6,245,000

6,432,350

7.65% 4/21/25

9,445,000

10,304,495

8.5% 10/8/14

17,235,000

19,475,550

9.25% 9/15/27

28,005,000

35,762,385

9.375% 1/13/34

14,230,000

18,868,980

10.75% 9/19/13

10,220,000

12,647,250

13.625% 8/15/18

12,818,000

19,643,585

TOTAL VENEZUELA

157,913,683

Vietnam - 0.4%

Vietnamese Socialist Republic 6.875% 1/15/16 (f)

7,970,000

8,607,600

TOTAL GOVERNMENT OBLIGATIONS

(Cost $1,486,471,225)

1,600,881,219

Common Stocks - 0.4%

Shares

Bermuda - 0.0%

APP China Group Ltd.

42,508

425,080

Mexico - 0.3%

America Movil SA de CV Series L sponsored ADR

73,900

3,341,758

Wal-Mart de Mexico SA de CV Series V

818,400

3,602,824

TOTAL MEXICO

6,944,582

Turkey - 0.1%

Acibadem Saglik Hizmetleri AS

200,000

2,147,651

TOTAL COMMON STOCKS

(Cost $10,942,066)

9,517,313

Investment Companies - 1.2%

Shares

Value (Note 1)

United States of America - 1.2%

iShares MSCI Emerging Markets Index Fund
(Cost $27,327,481)

243,000

$ 27,743,310

Sovereign Loan Participations - 0.2%

Principal Amount (d)

Morocco - 0.2%

Moroccan Kingdom loan participation - JP Morgan 6.3644% 1/2/09 (g)
(Cost $3,705,937)

$ 3,723,214

3,718,560

Money Market Funds - 7.4%

Shares

Fidelity Cash Central Fund, 5.37% (b)
(Cost $165,901,908)

165,901,908

165,901,908

Purchased Options - 0.0%

Expiration Date/ Strike Price

Underlying
Face
Amount

Russia - 0.0%

Lehman Brothers Holdings, Inc. Call Option on $97,730,000 notional amount of Russian Federation 5% 3/31/30 (Reg. S)
(Cost $586,380)

January 2007/
$113.31

$ 110,434,900

371,374

TOTAL INVESTMENT PORTFOLIO - 98.1%

(Cost $2,088,032,446)

2,205,697,338

NET OTHER ASSETS - 1.9%

43,051,906

NET ASSETS - 100%

$ 2,248,749,244

Security Type Abbreviations

FLIRB

-

Front Loaded Interest Reduction Bonds

Currency Abbreviations

ARS

-

Argentine peso

BRL

-

Brazilian real

EUR

-

European Monetary Unit

PEN

-

Peruvian new sol

RUB

-

Russian ruble

Legend

(a) Non-income producing

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

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

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $223,054,352 or 9.9% of net assets.

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

(h) Quantity represents share amount.

(i) Security is linked to Argentine Republic Gross Domestic Product (GDP). Security does not pay principal over life of security or at expiration. Payments are based on growth of Argentine GDP, subject to certain conditions.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 3,460,789

Other Information

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

AAA,AA,A

2.6%

BBB

17.6%

BB

33.1%

B

31.3%

CCC,CC,C

1.6%

Not Rated

2.4%

Equities

2.1%

Other Investments

0.0%

Short-Term Investments and Net Other Assets

9.3%

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.

Annual Report

Financial Statements

Statement of Assets and Liabilities

December 31, 2006

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $1,922,130,538)

$ 2,039,795,430

Fidelity Central Funds (cost $165,901,908)

165,901,908

Total Investments (cost $2,088,032,446)

$ 2,205,697,338

Receivable for investments sold

782,096

Receivable for fund shares sold

4,842,926

Dividends receivable

199,092

Interest receivable

43,979,081

Prepaid expenses

9,635

Other receivables

4,459

Total assets

2,255,514,627

Liabilities

Payable for investments purchased

$ 524,084

Payable for fund shares redeemed

3,000,748

Distributions payable

1,416,950

Accrued management fee

1,239,045

Other affiliated payables

355,582

Other payables and accrued expenses

228,974

Total liabilities

6,765,383

Net Assets

$ 2,248,749,244

Net Assets consist of:

Paid in capital

$ 2,125,158,503

Undistributed net investment income

3,849,009

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

2,067,105

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

117,674,627

Net Assets, for 151,913,367 shares outstanding

$ 2,248,749,244

Net Asset Value, offering price and redemption price per share ($2,248,749,244 ÷ 151,913,367 shares)

$ 14.80

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

Annual Report

Statement of Operations

Year ended December 31, 2006

Investment Income

Dividends

$ 2,347,107

Interest

131,305,526

Income from Fidelity Central Funds

3,460,789

Total income

137,113,422

Expenses

Management fee

$ 13,320,025

Transfer agent fees

3,115,887

Accounting fees and expenses

845,363

Custodian fees and expenses

395,908

Independent trustees' compensation

7,267

Registration fees

147,684

Audit

112,623

Legal

143,988

Miscellaneous

13,732

Total expenses before reductions

18,102,477

Expense reductions

(172,565)

17,929,912

Net investment income

119,183,510

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

61,106,582

Foreign currency transactions

(783,274)

Total net realized gain (loss)

60,323,308

Change in net unrealized appreciation (depreciation) on:

Investment securities

40,434,601

Assets and liabilities in foreign currencies

239,811

Total change in net unrealized appreciation (depreciation)

40,674,412

Net gain (loss)

100,997,720

Net increase (decrease) in net assets resulting from operations

$ 220,181,230

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Year ended
December 31, 2006

Year ended
December 31, 2005

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 119,183,510

$ 88,180,878

Net realized gain (loss)

60,323,308

38,859,352

Change in net unrealized appreciation (depreciation)

40,674,412

29,850,780

Net increase (decrease) in net assets resulting
from operations

220,181,230

156,891,010

Distributions to shareholders from net investment income

(116,507,546)

(87,968,958)

Distributions to shareholders from net realized gain

(60,520,200)

(55,353,202)

Total distributions

(177,027,746)

(143,322,160)

Share transactions
Proceeds from sales of shares

909,218,508

883,963,469

Reinvestment of distributions

161,074,709

130,772,658

Cost of shares redeemed

(599,203,439)

(395,305,602)

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

471,089,778

619,430,525

Redemption fees

449,203

405,329

Total increase (decrease) in net assets

514,692,465

633,404,704

Net Assets

Beginning of period

1,734,056,779

1,100,652,075

End of period (including undistributed net investment income of $3,849,009 and undistributed net investment income of $1,992,986, respectively)

$ 2,248,749,244

$ 1,734,056,779

Other Information

Shares

Sold

61,754,545

62,135,556

Issued in reinvestment of distributions

10,918,845

9,151,336

Redeemed

(40,991,065)

(27,845,898)

Net increase (decrease)

31,682,325

43,440,994

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

Annual Report

Financial Highlights

Years ended December 31,

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 14.42

$ 14.33

$ 13.90

$ 11.32

$ 10.91

Income from Investment Operations

Net investment income B

.880

.869

.857

.899

.868 F

Net realized and unrealized gain (loss)

.777

.638

.775

2.503

.435 F

Total from investment operations

1.657

1.507

1.632

3.402

1.303

Distributions from net investment income

(.860)

(.861)

(.880)

(.795)

(.909)

Distributions from net realized gain

(.420)

(.560)

(.330)

(.050)

-

Total distributions

(1.280)

(1.421)

(1.210)

(.845)

(.909)

Redemption fees added to paid in capital B

.003

.004

.008

.023

.016

Net asset value, end of period

$ 14.80

$ 14.42

$ 14.33

$ 13.90

$ 11.32

Total Return A

11.89%

11.10%

12.50%

31.11%

12.62%

Ratios to Average Net Assets C, E

Expenses before reductions

.91%

.94%

.94%

.97%

1.00%

Expenses net of fee waivers, if any

.91%

.94%

.94%

.97%

1.00%

Expenses net of all reductions

.90%

.94%

.94%

.97%

1.00%

Net investment income

5.99%

6.12%

6.26%

7.00%

7.90% F

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,248,749

$ 1,734,057

$ 1,100,652

$ 870,327

$ 425,175

Portfolio turnover rate D

103%

196%

237%

270%

219%

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

B Calculated based on average shares outstanding during the period.

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

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

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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

F As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended December 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income (loss) of $0.64 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income (loss) to average net assets decreased from 8.48% to 7.90%. The reclassification has no impact on the net assets of the Fund.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2006

1. Significant Accounting Policies.

Fidelity New Markets 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 Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from

Annual Report

1. Significant Accounting Policies - continued

Foreign Currency - continued

changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

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

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

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central 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 and income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 will claim 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 short-term capital gains, foreign currency transactions, prior period premium and discount on debt securities, market discount, deferred trustees compensation and losses deferred due to wash sales.

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

Unrealized appreciation

$ 132,308,343

Unrealized depreciation

(17,123,579)

Net unrealized appreciation (depreciation)

115,184,764

Undistributed ordinary income

1,746,784

Cost for federal income tax purposes

$ 2,090,512,574

The tax character of distributions paid was as follows:

December 31, 2006

December 31, 2005

Ordinary Income

$ 158,326,393

$ 122,155,449

Long-term Capital Gains

18,701,353

21,166,711

Total

$ 177,027,746

$ 143,322,160

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48) , was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition,

Annual Report

1. Significant Accounting Policies - continued

New Accounting Pronouncements - continued

measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

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

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 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. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest) . In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Options - continued

market for the contracts, or if the counterparties do not perform under the contracts' terms. Gains and losses are realized upon the expiration or closing of the options. Realized gains (losses) on purchased options are included in realized gains (losses) on investment securities.

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

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $2,321,359,348 and $1,821,861,027, 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 annual management fee rate was .67% 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

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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 annual rate of .16% 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.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

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, which amounted to $4,243 and is reflected in Miscellaneous Expense on the Statement of Operations. 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 $105,008 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 $13,917 and $53,640, respectively.

Annual Report

Notes to Financial Statements - continued

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.

Annual Report

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity New Markets Income Fund (a fund of Fidelity School Street Trust) at December 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity New Markets Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 15, 2007

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Each of the Trustees oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1976

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

James H. Keyes (66)

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Marie L. Knowles (60)

Year of Election or Appointment: 2001

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

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006- present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity School Street Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Kimberley H. Monasterio (43)

Year of Election or Appointment: 2007

President and Treasurer of New Markets Income. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Dwight D. Churchill (53)

Year of Election or Appointment: 2005

Vice President of New Markets Income. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.

Eric M. Wetlaufer (44)

Year of Election or Appointment: 2006

Vice President of New Markets Income. Mr. Wetlaufer also serves as Vice President of certain International Equity Funds (2006-present). Mr. Wetlaufer is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present), and President and Director of Fidelity Management & Research (U.K.) Inc. (2006-present) and Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005). Previously, Mr. Wetlaufer served as a Chief Investment Officer of Putnam Investments (1997-2003).

John Carlson (56)

Year of Election or Appointment: 1995

Vice President of New Markets Income. Mr. Carlson also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Carlson worked as a portfolio manager. Mr. Carlson also serves as Senior Vice President of FMR and FMR Co., Inc. (2003).

Eric D. Roiter (58)

Year of Election or Appointment: 1998

Secretary of New Markets Income. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of New Markets Income. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of New Markets Income. Mr. Ganis also serves as AML officer of other Fidelity funds (2006- present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of New Markets Income. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005- present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of New Markets Income. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004- present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of New Markets Income. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of New Markets Income. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (40)

Year of Election or Appointment: 2005

Assistant Treasurer of New Markets Income. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1993

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

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of New Markets Income. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

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

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of New Markets Income. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (41)

Year of Election or Appointment: 2005

Assistant Treasurer of New Markets Income. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

Pay Date

Income

Taxes

Various

$.639

$.004

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2006, $16,797,171, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company
(formerly 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-UANN-0207
1.787734.103

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

Fidelity®
Strategic Income
Fund

Annual Report

December 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

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.

Annual Report

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

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

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We have seen consistently strong performance from stocks and bonds of late, and some relief in energy prices, but the housing market slowdown bears watching for how it might affect the consumer. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended December 31, 2006

Past 1
year

Past 5
years

Life of
fund
A

Fidelity Strategic Income Fund

8.15%

9.63%

7.48%

A From May 1, 1998.

Annual Report

$10,000 Over Life of Fund

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

Beginning on January 1, 2006, the Merrill Lynch U.S. High Yield Master II Constrained Index replaced the Merrill Lynch U.S. High Yield Master II Index as the fund's primary index for all time periods because the Merrill Lynch U.S. High Yield Master II Constrained Index conforms more closely to the fund's investment strategy.



Annual Report

Management's Discussion of Fund Performance

Comments from Christopher Sharpe and Derek Young, Lead Co-Managers of Fidelity® Strategic Income Fund

Rising global interest rates and inflation concerns tempered the performance of investment-grade and higher-risk debt in first half of 2006. But the second half proved much kinder, thanks to a sharp decline in oil prices, continued strong corporate earnings and the U.S. central bank's pause in its two-year campaign of interest rate hikes. Against this backdrop, U.S. high-yield bonds fared best. Their lower sensitivity to interest rate movements and investors' thirst for higher yields drove the Merrill Lynch® U.S. High Yield Master II Constrained Index up 10.76%. Emerging-markets debt had the next-best showing in 2006, as the J.P. Morgan Emerging Markets Bond Index Global rose 9.88%. The Citigroup® Non-U.S. Group of 7 Index - representing the debt performance of major global economies, excluding the United States - rose 8.53%. In general, international securities benefited from the U.S. dollar's decline against most major foreign currencies. The U.S. government debt market had only a modest return of 3.48% as measured by the Lehman Brothers® Government Bond Index.

During the past year, the fund returned 8.15%, versus 8.10% for the Fidelity Strategic Income Composite Index. Each of the fund's asset classes had positive absolute returns for the period and all of the fund's outperformance versus the index came from favorable security selection. Our subportfolio managers beat their individual benchmarks in each of the asset classes except developed-country debt. A defensive asset allocation strategy of modestly underweighting most of the asset classes created a cash position that was more than 5% of assets at period end, which contributed to the portfolio's absolute results and improved its risk profile, but hurt relative performance. The biggest boosts came from the high-yield and emerging-markets subportfolios, led by good security selection and market selection, respectively. The U.S. government debt category benefited from an out-of-index allocation to strong performing mortgage securities. The developed-markets subportfolio had strong absolute returns, aided in part by favorable currency movements, but fell short of its benchmark due to poor issue selection in Japan.

Note to shareholders: As of January 1, 2006, the fund's primary benchmark - and the high-yield component of its Composite index - changed to the Merrill Lynch U.S. High Yield Master II Constrained Index, which conforms more closely to the high-yield subportfolio's investment strategy.

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

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, 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 (July 1, 2006 to December 31, 2006).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

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

Beginning
Account Value
July 1, 2006

Ending
Account Value
December 31, 2006

Expenses Paid
During Period
*
July 1, 2006 to
December 31, 2006

Actual

$ 1,000.00

$ 1,063.70

$ 3.85

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,021.48

$ 3.77

* Expenses are equal to the Fund's annualized expense ratio of .74%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Annual Report

Investment Changes

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of its investments in each Fidelity Central Fund.

Top Five Holdings as of December 31, 2006

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

U.S. Treasury Obligations

12.6

14.7

Fannie Mae

10.0

8.4

Freddie Mac

5.3

4.4

French Government

2.6

1.6

Japan Government

2.5

2.2

33.0

Top Five Market Sectors as of December 31, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

9.4

11.0

Financials

6.2

5.5

Telecommunication Services

6.2

7.1

Energy

4.8

4.8

Information Technology

4.6

4.0

Quality Diversification (% of fund's net assets)

As of December 31, 2006

As of June 30, 2006

U.S.Government
and U.S.Government Agency
Obligations 28.6%

U.S.Government
and U.S.Government Agency
Obligations 27.9%

AAA,AA,A 13.2%

AAA,AA,A 12.8%

BBB 4.6%

BBB 4.7%

BB 18.0%

BB 17.5%

B 19.5%

B 19.6%

CCC,CC,C 4.9%

CCC,CC,C 6.7%

D 0.1%

D 0.0%

Not Rated 3.4%

Not Rated 3.0%

Equities 0.7%

Equities 1.0%

Short-Term
Investments and
Net Other Assets 7.0%

Short-Term
Investments and
Net Other Assets 6.8%

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

Asset Allocation (% of fund's net assets)

As of December 31, 2006*

As of June 30, 2006**

Corporate Bonds 34.7%

Corporate Bonds 36.0%

U.S. Government and U.S. Government
Agency
Obligations 28.6%

U.S. Government
and U.S. Government Agency
Obligations 27.7%

Foreign Government & Government Agency Obligations 21.0%

Foreign Government & Government Agency Obligations 21.9%

Floating Rate Loans 6.8%

Floating Rate Loans 5.5%

Stocks 0.7%

Stocks 1.0%

Other Investments 1.2%

Other Investments 1.1%

Short-Term
Investments and
Net Other Assets*** 7.0%

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

* Foreign investments

32.6%

** Foreign
investments

33.3%

***Includes short-term foreign government obligations of .1%.

****Includes short-term foreign government obligations of .2%.

For an unaudited list of holdings for each Fidelity Equity and Fixed-Income Central Fund, visit fidelity.com. The reports are located just after the Fund's financial statements and quarterly reports.

Annual Report

Investments December 31, 2006

Showing Percentage of Net Assets

Corporate Bonds - 34.3%

Principal Amount (000s)(d)

Value (Note 1) (000s)

Convertible Bonds - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Semiconductors & Semiconductor Equipment - 0.0%

ON Semiconductor Corp. 0% 4/15/24

$ 620

$ 612

Nonconvertible Bonds - 34.3%

CONSUMER DISCRETIONARY - 6.2%

Auto Components - 0.4%

Affinia Group, Inc. 9% 11/30/14

6,965

6,826

Delco Remy International, Inc.:

9.375% 4/15/12

830

303

11% 5/1/09

980

397

TRW Automotive Acquisition Corp.:

9.375% 2/15/13

3,376

3,608

11% 2/15/13

2,439

2,668

Visteon Corp. 7% 3/10/14

4,790

4,179

17,981

Automobiles - 0.4%

Fiat Finance & Trade Ltd. 5.625% 11/15/11

EUR

1,100

1,494

General Motors Corp.:

8.375% 7/5/33

EUR

900

1,144

8.375% 7/15/33

13,535

12,486

15,124

Diversified Consumer Services - 0.1%

Affinion Group, Inc. 11.5% 10/15/15

2,695

2,850

Hotels, Restaurants & Leisure - 1.2%

Carrols Corp. 9% 1/15/13

4,090

4,172

Gaylord Entertainment Co.:

6.75% 11/15/14

2,620

2,600

8% 11/15/13

2,055

2,137

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

3,065

2,996

Mandalay Resort Group:

6.375% 12/15/11

1,780

1,771

6.5% 7/31/09

2,865

2,894

MGM Mirage, Inc.:

6% 10/1/09

1,360

1,358

6.625% 7/15/15

4,030

3,884

6.75% 9/1/12

1,685

1,651

6.75% 4/1/13

2,110

2,063

6.875% 4/1/16

2,110

2,020

8.5% 9/15/10

275

294

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Mohegan Tribal Gaming Authority 6.875% 2/15/15

$ 3,040

$ 3,048

Scientific Games Corp. 6.25% 12/15/12

880

856

Six Flags, Inc.:

9.625% 6/1/14

230

213

9.75% 4/15/13

2,205

2,067

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

5,231

4,551

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

3,280

3,514

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

6,165

6,173

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

0% 1/15/13 (e)

1,435

1,015

9% 1/15/12

770

797

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

720

763

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

1,300

1,324

52,161

Household Durables - 0.2%

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

200

215

Fortune Brands, Inc. 4% 1/30/13

EUR

1,100

1,380

K. Hovnanian Enterprises, Inc.:

6.25% 1/15/15

1,490

1,412

7.75% 5/15/13

1,475

1,457

Meritage Homes Corp. 6.25% 3/15/15

2,590

2,461

Urbi, Desarrollos Urbanos, SA de CV 8.5% 4/19/16 (g)

2,735

2,954

9,879

Leisure Equipment & Products - 0.0%

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

950

941

Media - 3.1%

AMC Entertainment, Inc. 11% 2/1/16

2,570

2,878

Cablemas SA de CV 9.375% 11/15/15

2,670

2,934

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

1,130

1,178

Charter Communications Holdings I LLC 11.75% 5/15/14

1,400

1,253

Charter Communications Holdings I LLC/Charter Communications Holdings I Capital Corp. 11% 10/1/15

3,374

3,441

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

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

Series B, 10.25% 9/15/10

$ 3,770

$ 3,954

10.25% 9/15/10

3,650

3,805

CSC Holdings, Inc.:

7.25% 4/15/12 (g)(h)

5,610

5,512

7.625% 4/1/11

3,575

3,655

7.625% 7/15/18

12,235

11,914

7.875% 2/15/18

11,010

11,065

EchoStar Communications Corp.:

6.625% 10/1/14

10,955

10,668

7% 10/1/13

3,460

3,451

7.125% 2/1/16

4,165

4,160

Globo Communicacoes e Partcipacoes LTDA 9.375%

11,745

12,053

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

2,480

1,575

iesy Repository GmbH 10.375% 2/15/15 (g)

3,210

3,074

Liberty Media Corp.:

5.7% 5/15/13

7,015

6,647

8.25% 2/1/30

1,335

1,309

8.5% 7/15/29

7,010

7,048

MediMedia USA, Inc. 11.375% 11/15/14 (g)

770

807

Net Servicos de Communicacao SA 9.25% 12/31/49 (g)

2,810

2,870

PanAmSat Corp.:

6.375% 1/15/08

920

920

9% 8/15/14

2,980

3,166

9% 6/15/16 (g)

2,050

2,170

Rainbow National LLC & RNS Co. Corp.:

8.75% 9/1/12 (g)

4,230

4,442

10.375% 9/1/14 (g)

10,205

11,353

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

2,000

2,005

Vertis, Inc. 10.875% 6/15/09

1,000

1,003

WPP Group plc 4.375% 12/5/13

EUR

1,150

1,489

131,799

Specialty Retail - 0.5%

AutoNation, Inc.:

7% 4/15/14

1,300

1,303

7.3738% 4/15/13 (h)

940

944

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Burlington Coat Factory Warehouse Corp. 11.125% 4/15/14 (g)

$ 2,070

$ 2,029

Michaels Stores, Inc.:

10% 11/1/14 (g)

4,540

4,688

11.375% 11/1/16 (g)

7,330

7,577

Sally Holdings LLC:

9.25% 11/15/14 (g)

1,320

1,350

10.5% 11/15/16 (g)

2,030

2,076

19,967

Textiles, Apparel & Luxury Goods - 0.3%

Levi Strauss & Co.:

8.875% 4/1/16

7,010

7,290

9.75% 1/15/15

5,185

5,574

12,864

TOTAL CONSUMER DISCRETIONARY

263,566

CONSUMER STAPLES - 0.4%

Food Products - 0.3%

Bertin Ltda 10.25% 10/5/16 (g)

1,535

1,627

Gruma SA de CV 7.75%

2,875

2,961

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

520

458

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

610

633

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

1,005

1,053

NPI Merger Corp.:

9.4% 10/15/13 (g)(h)

665

686

10.75% 4/15/14 (g)

755

825

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

4,290

3,604

Swift & Co.:

10.125% 10/1/09

850

867

12.5% 1/1/10

1,325

1,352

14,066

Household Products - 0.0%

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

320

334

Personal Products - 0.0%

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

700

700

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Tobacco - 0.1%

BAT Holdings BV 4.375% 9/15/14

EUR

2,000

$ 2,593

TOTAL CONSUMER STAPLES

17,693

ENERGY - 4.4%

Energy Equipment & Services - 0.6%

CHC Helicopter Corp. 7.375% 5/1/14

2,915

2,820

Complete Production Services, Inc. 8% 12/15/16 (g)

4,220

4,315

Hanover Compressor Co.:

7.5% 4/15/13

500

503

8.625% 12/15/10

720

749

9% 6/1/14

2,720

2,924

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

1,330

1,426

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

6,075

7,426

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

5,070

5,488

25,651

Oil, Gas & Consumable Fuels - 3.8%

ANR Pipeline, Inc. 7.375% 2/15/24

2,700

3,024

Atlas Pipeline Partners LP 8.125% 12/15/15

1,210

1,249

Berry Petroleum Co. 8.25% 11/1/16

2,670

2,657

Chaparral Energy, Inc. 8.5% 12/1/15

2,600

2,581

Chesapeake Energy Corp.:

6.5% 8/15/17

5,265

5,127

6.875% 11/15/20

6,675

6,558

7% 8/15/14

1,135

1,149

7.5% 6/15/14

1,115

1,160

7.625% 7/15/13

4,080

4,299

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

5,000

5,175

Energy Partners Ltd. 8.75% 8/1/10

5,155

5,297

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

880

867

Forest Oil Corp. 8% 12/15/11

190

197

Gaz Capital SA Luxembourg 5.03% 2/25/14

EUR

1,800

2,391

Harvest Operations Corp. 7.875% 10/15/11

1,540

1,448

Houston Exploration Co. 7% 6/15/13

680

668

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

1,490

495

Massey Energy Co. 6.875% 12/15/13

5,935

5,579

MOL Hungarian Oil and Gas PLC 3.875% 10/5/15

EUR

1,000

1,188

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Northwest Pipeline Corp.:

6.625% 12/1/07

$ 305

$ 307

8.125% 3/1/10

530

551

Pan American Energy LLC 7.75% 2/9/12 (g)

5,230

5,400

Peabody Energy Corp.:

7.375% 11/1/16

5,250

5,591

7.875% 11/1/26

5,250

5,644

Pemex Project Funding Master Trust:

5.5% 2/24/25 (g)

EUR

750

992

6.625% 6/15/35

1,575

1,611

7.75%

14,460

15,082

8.625% 2/1/22

5,270

6,548

Petrobras Energia SA 9.375% 10/30/13

1,135

1,278

Petrohawk Energy Corp. 9.125% 7/15/13

5,460

5,706

Petrozuata Finance, Inc.:

7.63% 4/1/09 (g)

4,933

4,914

8.22% 4/1/17 (g)

4,500

4,478

Pogo Producing Co. 7.875% 5/1/13

2,395

2,431

Range Resources Corp. 7.375% 7/15/13

2,945

3,004

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

5,525

5,511

Southern Star Central Corp. 6.75% 3/1/16

1,460

1,473

Targa Resources, Inc./Targa Resources Finance Corp. 8.5% 11/1/13 (g)

1,320

1,330

Tennessee Gas Pipeline Co.:

7% 10/15/28

1,275

1,344

7.5% 4/1/17

4,605

5,010

7.625% 4/1/37

1,550

1,721

8.375% 6/15/32

1,570

1,870

Transcontinental Gas Pipe Line Corp.:

7% 8/15/11

300

311

8.875% 7/15/12

1,400

1,579

Venoco, Inc. 8.75% 12/15/11

1,980

1,955

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

1,065

1,117

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

2,680

2,714

Williams Companies, Inc.:

7.5% 1/15/31

3,220

3,317

7.625% 7/15/19

4,610

4,921

7.75% 6/15/31

335

350

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

7.875% 9/1/21

$ 2,720

$ 2,910

8.75% 3/15/32

1,790

2,014

YPF SA:

10% 11/2/28

3,845

4,580

yankee 9.125% 2/24/09

1,195

1,259

159,932

TOTAL ENERGY

185,583

FINANCIALS - 5.5%

Capital Markets - 0.1%

E*TRADE Financial Corp. 7.375% 9/15/13

1,530

1,576

Goldman Sachs Group, Inc. 3.724% 10/4/12 (h)

EUR

1,500

1,986

Mizuho Capital Investment Europe 1 Ltd. 5.02% (h)

EUR

750

987

4,549

Commercial Banks - 1.8%

Banca Popolare di Lodi Investment Trust 6.742% (h)

EUR

1,250

1,790

Banco Nacional de Desenvolvimento Economico e Social 5.167% 6/16/08 (h)

10,020

9,920

Bank of Tokyo-Mitsubishi Ltd. 3.5% 12/16/15 (h)

EUR

1,250

1,596

BIE Bank & Trust Ltd. 16.8% 3/13/07

BRL

1,070

501

Caja Madrid SA 3.769% 10/17/16 (h)

EUR

1,500

1,978

Credit Agricole SA 3.742% 9/30/08 (h)

EUR

1,250

1,650

Development Bank of Philippines 8.375% 12/31/49 (h)

2,920

3,088

DnB NORBank ASA 4.5643% 8/11/09 (h)

CAD

1,500

1,291

Dresdner Bank AG 10.375% 8/17/09 (g)

6,684

7,311

European Investment Bank 4% 10/15/37

EUR

5,190

6,612

HBOS Treasury Services PLC 4.5357% 1/19/10 (h)

CAD

1,500

1,290

Inter-American Development Bank 6.625% 4/17/17

PEN

7,300

2,319

JPMorgan Chase Bank 4.375% 11/30/21 (h)

EUR

1,300

1,689

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

3,625

3,781

Oesterreichische Kontrollbank 3.875% 9/15/16

EUR

5,925

7,677

Rabobank Nederland 4.4% 2/23/07 (h)

CAD

2,000

1,715

Russian Standard Finance SA 6.825% 9/16/09

EUR

850

1,122

Shinsei Bank Ltd. 3.75% 2/23/16 (h)

EUR

1,200

1,536

SMFG Finance Ltd. 6.164% 12/18/49 (h)

GBP

550

1,068

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Commercial Banks - continued

Standard Chartered Bank:

3.625% 2/3/17 (f)

EUR

530

$ 674

4.016% 3/28/18 (h)

EUR

1,150

1,515

Sumitomo Mitsui Banking Corp. (Reg. S) 4.375% (h)

EUR

2,000

2,539

TuranAlem Finance BV 6.25% 9/27/11

EUR

1,750

2,320

UBS Luxembourg SA:

8% 2/11/10

4,805

4,990

8.25% 5/23/16

2,875

3,019

Vimpel Communications 10% 6/16/09 (Issued by UBS Luxembourg SA for Vimpel Communications)

3,305

3,563

76,554

Consumer Finance - 1.7%

ACE Cash Express, Inc. 10.25% 10/1/14 (g)

1,290

1,306

Ford Credit Europe PLC:

4.722% 9/30/09 (h)

EUR

1,750

2,261

5% 7/16/07

EUR

250

330

Ford Motor Credit Co.:

6.625% 6/16/08

7,615

7,610

9.875% 8/10/11

6,800

7,273

General Motors Acceptance Corp.:

6.75% 12/1/14

10,360

10,671

6.875% 9/15/11

5,620

5,761

6.875% 8/28/12

6,705

6,885

8% 11/1/31

25,125

28,768

70,865

Diversified Financial Services - 0.9%

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

CAD

15,000

13,045

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

1,390

1,432

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

EUR

1,500

1,837

Dali Capital PLC 8% 9/30/09

RUB

23,600

905

DEPFA ACS Bank 3.875% 11/14/16

EUR

4,250

5,462

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

2,753

2,891

Imperial Tobacco Finance 4.375% 11/22/13

EUR

800

1,038

MUFG Capital Finance 2 Ltd. 4.85% (h)

EUR

1,250

1,612

MUFG Capital Finance 3 Ltd. 2.68% (h)

JPY

150,000

1,262

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financial Services - continued

Red Arrow International Leasing 8.375% 6/30/12

RUB

50,370

$ 1,978

TMK Capital SA 8.5% 9/29/09

5,200

5,382

36,844

Insurance - 0.2%

Amlin PLC 6.5% 12/19/26 (h)

GBP

850

1,634

Brit Insurance Holdings PLC 6.625% 12/9/30 (h)

GBP

525

1,002

Eureko BV 5.125% (h)

EUR

1,500

1,973

Fukoku Mutual Life Insurance Co. 4.5% 9/28/25 (h)

EUR

2,000

2,514

Wuerttembergische Lebens AG 5.375% 6/1/26 (h)

EUR

800

1,026

8,149

Real Estate Investment Trusts - 0.4%

BF Saul REIT 7.5% 3/1/14

4,460

4,477

Rouse Co. LP/TRC, Inc. 6.75% 5/1/13 (g)

6,150

6,272

Senior Housing Properties Trust:

7.875% 4/15/15

1,544

1,598

8.625% 1/15/12

3,610

3,917

16,264

Real Estate Management & Development - 0.3%

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

7.125% 2/15/13

5,970

5,970

8.125% 6/1/12

4,495

4,630

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

EUR

1,200

1,513

12,113

Thrifts & Mortgage Finance - 0.1%

Residential Capital Corp.:

6.375% 5/17/13

GBP

500

988

6.875% 6/30/15

4,995

5,178

6,166

TOTAL FINANCIALS

231,504

HEALTH CARE - 1.1%

Health Care Providers & Services - 1.0%

AmeriPath, Inc. 10.5% 4/1/13

4,205

4,552

CRC Health Group, Inc. 10.75% 2/1/16

1,840

1,996

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

HCA, Inc.:

9.125% 11/15/14 (g)

$ 3,910

$ 4,174

9.25% 11/15/16 (g)

3,980

4,254

9.625% 11/15/16 pay-in-kind (g)

9,955

10,702

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

373

406

Rural/Metro Corp. 9.875% 3/15/15

1,860

1,932

Skilled Healthcare Group, Inc. 11% 1/15/14 (g)

2,490

2,739

Team Finance LLC/Health Finance Corp. 11.25% 12/1/13

3,130

3,240

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

1,660

1,739

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

960

744

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

6,630

6,705

43,183

Pharmaceuticals - 0.1%

Elan Finance PLC/Elan Finance Corp. 7.75% 11/15/11

2,105

2,047

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

2,435

2,496

VWR International, Inc.:

6.875% 4/15/12

170

171

8% 4/15/14

480

494

5,208

TOTAL HEALTH CARE

48,391

INDUSTRIALS - 2.6%

Aerospace & Defense - 0.1%

Bombardier, Inc. 8% 11/15/14 (g)

1,340

1,370

Orbimage Holdings, Inc. 15.14% 7/1/12 (h)

2,250

2,526

3,896

Airlines - 0.5%

Continental Airlines, Inc. pass thru trust certificates:

6.748% 9/15/18

147

146

6.9% 7/2/18

949

949

8.312% 10/2/12

1,051

1,066

8.388% 5/1/22

69

72

Delta Air Lines, Inc.:

7.9% 12/15/09 (c)

15,695

10,516

8.3% 12/15/29 (c)

2,535

1,698

10% 8/15/08 (c)

710

479

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Airlines - continued

Northwest Airlines Corp. 10% 2/1/09 (c)

$ 3,385

$ 3,199

Northwest Airlines Trust 10.23% 6/21/14

276

286

Northwest Airlines, Inc.:

7.875% 3/15/08 (c)

1,250

1,169

8.875% 6/1/06 (c)

1,240

1,153

Northwest Airlines, Inc. pass thru trust certificates 7.248% 7/2/14

452

375

21,108

Commercial Services & Supplies - 0.6%

ALH Finance LLC/ALH Finance Corp. 8.5% 1/15/13

200

198

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

2,950

3,009

Allied Waste North America, Inc. 7.125% 5/15/16

5,140

5,089

Browning-Ferris Industries, Inc.:

7.4% 9/15/35

1,530

1,431

9.25% 5/1/21

250

255

FTI Consulting, Inc. 7.75% 10/1/16 (g)

1,270

1,314

Mac-Gray Corp. 7.625% 8/15/15

850

861

NCO Group, Inc. 11.875% 11/15/14 (g)

2,660

2,693

R.H. Donnelley Finance Corp. I 10.875% 12/15/12 (g)

530

578

West Corp.:

9.5% 10/15/14 (g)

5,340

5,340

11% 10/15/16 (g)

5,340

5,393

26,161

Construction & Engineering - 0.0%

Blount, Inc. 8.875% 8/1/12

1,590

1,622

Electrical Equipment - 0.2%

General Cable Corp. 9.5% 11/15/10

3,930

4,166

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

1,955

1,559

Sensus Metering Systems, Inc. 8.625% 12/15/13

865

865

6,590

Machinery - 0.2%

Chart Industries, Inc. 9.125% 10/15/15 (g)

1,410

1,488

Cummins, Inc. 7.125% 3/1/28

2,195

2,246

Invensys PLC 9.875% 3/15/11 (g)

56

60

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Machinery - continued

RBS Global, Inc. / Rexnord Corp.:

9.5% 8/1/14 (g)

$ 2,660

$ 2,766

11.75% 8/1/16 (g)

3,230

3,375

9,935

Marine - 0.4%

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

723

803

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

1,774

1,650

Navios Maritime Holdings, Inc. 9.5% 12/15/14 (g)

4,020

4,030

OMI Corp. 7.625% 12/1/13

4,965

5,089

Ultrapetrol (Bahamas) Ltd. 9% 11/24/14

2,360

2,289

US Shipping Partners LP 13% 8/15/14 (g)

2,855

2,998

16,859

Road & Rail - 0.4%

Hertz Corp. 8.875% 1/1/14 (g)

3,840

4,032

Kansas City Southern de Mexico SA de CV 7.625% 12/1/13 (g)

1,540

1,538

Kansas City Southern Railway Co.:

7.5% 6/15/09

3,400

3,434

9.5% 10/1/08

1,715

1,784

TFM SA de CV 9.375% 5/1/12

5,360

5,722

16,510

Trading Companies & Distributors - 0.2%

Ahern Rentals, Inc. 9.25% 8/15/13

700

730

Glencore Finance (Europe) SA 5.375% 9/30/11

EUR

700

934

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

3,390

3,695

Penhall International Corp. 12% 8/1/14 (g)

1,360

1,476

6,835

Transportation Infrastructure - 0.0%

HIT Finance BV 4.875% 10/27/21

EUR

1,000

1,287

TOTAL INDUSTRIALS

110,803

INFORMATION TECHNOLOGY - 4.0%

Communications Equipment - 0.9%

Hughes Network Systems LLC / HNS Finance Corp. 9.5% 4/15/14

2,770

2,888

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

L-3 Communications Corp. 6.375% 10/15/15

$ 4,910

$ 4,849

Lucent Technologies, Inc.:

6.45% 3/15/29

13,050

12,071

6.5% 1/15/28

7,800

7,215

Nortel Networks Corp.:

9.6238% 7/15/11 (g)(h)

3,400

3,583

10.125% 7/15/13 (g)

3,370

3,648

10.75% 7/15/16 (g)

3,400

3,715

37,969

Electronic Equipment & Instruments - 0.3%

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

1,290

1,329

Celestica, Inc. 7.875% 7/1/11

7,740

7,682

NXP BV:

7.875% 10/15/14 (g)

1,970

2,034

8.118% 10/15/13 (g)(h)

1,970

1,997

13,042

IT Services - 0.8%

Iron Mountain, Inc.:

6.625% 1/1/16

14,115

13,480

8.25% 7/1/11

620

623

8.625% 4/1/13

1,080

1,112

8.75% 7/15/18

3,390

3,602

SunGard Data Systems, Inc.:

9.125% 8/15/13

6,770

7,109

9.9725% 8/15/13 (h)

3,620

3,747

10.25% 8/15/15

2,410

2,570

32,243

Office Electronics - 0.7%

Xerox Capital Trust I 8% 2/1/27

10,920

11,193

Xerox Corp.:

7.2% 4/1/16

4,495

4,776

7.625% 6/15/13

11,830

12,422

28,391

Semiconductors & Semiconductor Equipment - 1.3%

Amkor Technology, Inc. 9.25% 6/1/16

4,780

4,672

Avago Technologies Finance Ltd.:

10.8694% 6/1/13 (g)(h)

4,690

4,878

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Avago Technologies Finance Ltd.: - continued

11.875% 12/1/15 (g)

$ 2,315

$ 2,506

Freescale Semiconductor, Inc.:

8.875% 12/15/14 (g)

4,880

4,874

9.125% 12/15/14 pay-in-kind (g)

14,695

14,604

10.125% 12/15/16 (g)

14,695

14,714

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co.:

6.875% 12/15/11

2,945

2,474

8.61% 12/15/11 (h)

670

576

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

2,855

2,327

Viasystems, Inc. 10.5% 1/15/11

5,785

5,785

57,410

TOTAL INFORMATION TECHNOLOGY

169,055

MATERIALS - 3.0%

Chemicals - 1.1%

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

7,185

7,939

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

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

1,735

1,466

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

11,500

9,718

Huntsman LLC 11.625% 10/15/10

641

710

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

8,570

8,227

Lyondell Chemical Co. 11.125% 7/15/12

1,330

1,441

Momentive Performance Materials, Inc.:

9.75% 12/1/14 (g)

3,970

3,975

10.125% 12/1/14 (g)

3,970

4,010

11.5% 12/1/16 (g)

5,320

5,254

Phibro Animal Health Corp. 10% 8/1/13 (g)

2,500

2,594

SABIC Europe BV 4.5% 11/28/13

EUR

1,100

1,422

46,756

Containers & Packaging - 0.5%

AEP Industries, Inc. 7.875% 3/15/13

920

934

BWAY Corp. 10% 10/15/10

2,380

2,487

Constar International, Inc. 11% 12/1/12

3,305

3,057

Crown Cork & Seal, Inc.:

7.5% 12/15/96

4,010

3,248

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Containers & Packaging - continued

Crown Cork & Seal, Inc.: - continued

8% 4/15/23

$ 4,615

$ 4,488

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14

2,995

2,905

7.75% 5/15/11

470

485

8.25% 5/15/13

1,755

1,816

Tekni-Plex, Inc. 10.875% 8/15/12 (g)

1,300

1,446

20,866

Metals & Mining - 1.3%

Aleris International, Inc.:

9% 12/15/14 (g)

2,510

2,532

10% 12/15/16 (g)

2,540

2,562

Compass Minerals International, Inc.:

0% 12/15/12 (e)

1,460

1,442

0% 6/1/13 (e)

3,710

3,534

Corporacion Nacional del Cobre (Codelco) 6.15% 10/24/36 (g)

2,315

2,371

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

4,435

4,978

CSN Islands X Corp. (Reg. S) 9.5%

1,673

1,740

Edgen Acquisition Corp. 9.875% 2/1/11

1,890

1,918

Evraz Group SA 8.25% 11/10/15

1,455

1,493

Evraz Securities SA 10.875% 8/3/09

5,400

5,920

FMG Finance Property Ltd.:

10% 9/1/13 (g)

2,040

2,101

10.625% 9/1/16 (g)

2,040

2,183

Freeport-McMoRan Copper & Gold, Inc. 6.875% 2/1/14

5,185

5,276

Gerdau SA 8.875% (g)

3,190

3,389

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

6,710

6,928

Ispat Inland ULC 9.75% 4/1/14

1,385

1,544

RathGibson, Inc. 11.25% 2/15/14

2,510

2,686

Steel Dynamics, Inc.:

9.5% 3/15/09

65

67

9.5% 3/15/09

3,030

3,121

55,785

Paper & Forest Products - 0.1%

Glatfelter 7.125% 5/1/16

510

515

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Paper & Forest Products - continued

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

$ 2,405

$ 2,152

NewPage Corp. 11.6213% 5/1/12 (h)

2,460

2,657

5,324

TOTAL MATERIALS

128,731

TELECOMMUNICATION SERVICES - 5.5%

Diversified Telecommunication Services - 3.8%

Citizens Communications Co.:

7.875% 1/15/27 (g)

3,340

3,373

9% 8/15/31

3,570

3,856

Deutsche Telekom International Finance BV 4.5% 10/25/13

EUR

680

886

Embarq Corp.:

7.082% 6/1/16

1,029

1,048

7.995% 6/1/36

8,050

8,377

Eschelon Operating Co. 8.375% 3/15/10

2,560

2,474

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

1,395

1,398

Intelsat Ltd.:

7.625% 4/15/12

1,214

1,123

9.25% 6/15/16 (g)

2,050

2,188

11.25% 6/15/16 (g)

8,195

9,035

Level 3 Financing, Inc.:

11.8% 3/15/11 (h)

2,900

3,067

12.25% 3/15/13

9,160

10,386

Mobifon Holdings BV 12.5% 7/31/10

9,600

10,572

Nordic Telephone Co. Holdings ApS 8.875% 5/1/16 (g)

4,920

5,264

NTL Cable PLC:

8.75% 4/15/14

6,045

6,317

9.125% 8/15/16

2,780

2,926

Ote PLC 4.625% 5/20/16

EUR

1,400

1,810

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

2,075

2,085

Qwest Capital Funding, Inc.:

7.625% 8/3/21

340

337

7.75% 2/15/31

340

334

Qwest Corp.:

7.5% 10/1/14

680

724

7.875% 9/1/11

3,970

4,228

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Qwest Corp.: - continued

8.61% 6/15/13 (h)

$ 6,790

$ 7,356

8.875% 3/15/12

17,575

19,574

Telecom Egypt SAE:

9.672% 2/4/10 (h)

EGP

5,038

852

10.95% 2/4/10

EGP

5,038

881

Telefonica de Argentina SA 9.125% 11/7/10

2,020

2,182

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

11,178

10,172

U.S. West Capital Funding, Inc.:

6.5% 11/15/18

260

243

6.875% 7/15/28

1,710

1,569

U.S. West Communications:

6.875% 9/15/33

13,560

13,018

7.125% 11/15/43

325

307

7.2% 11/10/26

4,530

4,496

7.25% 9/15/25

2,495

2,564

7.25% 10/15/35

1,780

1,771

7.5% 6/15/23

2,840

2,883

8.875% 6/1/31

3,020

3,179

Wind Acquisition Finance SA 10.75% 12/1/15 (g)

6,800

7,803

Windstream Corp. 8.625% 8/1/16 (g)

1,825

2,003

162,661

Wireless Telecommunication Services - 1.7%

American Tower Corp. 7.125% 10/15/12

6,245

6,401

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

9,865

10,666

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

3,220

3,284

Digicel Ltd. 9.25% 9/1/12 (g)

2,370

2,524

Intelsat Subsidiary Holding Co. Ltd. 10.4844% 1/15/12 (h)

6,840

6,900

Megafon SA 8% 12/10/09

2,300

2,392

MetroPCS Wireless, Inc. 9.25% 11/1/14 (g)

5,280

5,478

Millicom International Cellular SA 10% 12/1/13

10,315

11,243

Mobile Telesystems Finance SA:

8% 1/28/12 (g)

2,542

2,669

8.375% 10/14/10 (g)

8,320

8,778

Corporate Bonds - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Pakistan Mobile Communcations Ltd. 8.625% 11/13/13 (g)

$ 1,605

$ 1,677

Telecom Personal SA 9.25% 12/22/10 (g)

5,795

6,099

UbiquiTel Operating Co. 9.875% 3/1/11

2,225

2,399

70,510

TOTAL TELECOMMUNICATION SERVICES

233,171

UTILITIES - 1.6%

Electric Utilities - 0.6%

Abu Dhabi National Energy Co. Pjsc 4.375% 10/28/13

EUR

1,100

1,434

AES Gener SA 7.5% 3/25/14

4,920

5,203

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

3,845

4,378

Compania de Transporte de Energia Electrica en Alta Tension Transener SA 8.875% 12/15/16 (g)

1,335

1,338

Edison Mission Energy:

7.5% 6/15/13

6,630

6,920

7.75% 6/15/16

3,410

3,606

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

1,700

1,734

24,613

Gas Utilities - 0.8%

Dynegy Holdings, Inc. 8.375% 5/1/16

2,740

2,884

Southern Natural Gas Co.:

7.35% 2/15/31

9,120

9,964

8% 3/1/32

7,365

8,543

Transportadora de Gas del Sur SA:

(Reg. S) 7.2% 12/15/10 (f)

8,056

8,036

8% 12/15/13 (f)

2,765

2,827

8% 12/15/13 (f)(g)

745

762

8% 12/15/13 (f)

1,942

1,952

34,968

Independent Power Producers & Energy Traders - 0.2%

Enron Corp.:

Series A, 8.375% 5/23/05 (c)

3,980

1,333

6.4% 7/15/06 (c)

865

288

6.625% 11/15/05 (c)

3,510

1,167

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

1,090

360

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

6.75% 8/1/09 (c)

$ 880

$ 293

6.875% 10/15/07 (c)

2,120

705

6.95% 7/15/28 (c)

1,920

634

7.125% 5/15/07 (c)

375

125

7.375% 5/15/19 (c)

2,200

726

7.875% 6/15/03 (c)

375

125

9.125% 4/1/03 (c)

80

27

9.875% 6/5/03 (c)

345

115

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

1,504

1,493

7,391

Multi-Utilities - 0.0%

TECO Energy, Inc. 6.75% 5/1/15

1,380

1,449

Utilicorp United, Inc. 9.95% 2/1/11 (h)

50

55

1,504

TOTAL UTILITIES

68,476

TOTAL NONCONVERTIBLE BONDS

1,456,973

TOTAL CORPORATE BONDS

(Cost $1,386,360)

1,457,585

U.S. Government and Government Agency Obligations - 24.3%

U.S. Government Agency Obligations - 11.7%

Fannie Mae:

3.25% 1/15/08

57,085

55,971

4.25% 5/15/09

35,311

34,746

4.5% 10/15/08

903

895

4.625% 10/15/13

37,447

36,687

4.75% 12/15/10

102,735

102,058

4.875% 4/15/09

41,850

41,735

5% 9/15/08

1,730

1,728

5.125% 1/2/14

3,100

3,092

5.25% 9/15/16

20,400

20,769

6.375% 6/15/09

12,890

13,299

U.S. Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

U.S. Government Agency Obligations - continued

Federal Home Loan Bank:

4.5% 10/14/08

$ 575

$ 570

5% 9/18/09

12,415

12,436

5.8% 9/2/08

550

555

Freddie Mac:

4% 8/17/07

758

752

4.125% 10/18/10

63,000

61,269

4.25% 7/15/09

16,125

15,852

4.875% 2/17/09

20,434

20,379

4.875% 11/15/13

9,220

9,164

5.125% 4/18/11

100

101

5.25% 7/18/11

48,685

49,268

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

7,750

8,061

Private Export Funding Corp.:

secured 5.685% 5/15/12

1,765

1,821

4.974% 8/15/13

2,110

2,114

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

1,935

1,932

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

495,254

U.S. Treasury Inflation Protected Obligations - 1.8%

U.S. Treasury Inflation-Indexed Notes:

0.875% 4/15/10

36,756

34,859

1.875% 7/15/13

15,023

14,520

2.375% 4/15/11

27,710

27,613

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

76,992

U.S. Treasury Obligations - 10.8%

U.S. Treasury Bonds:

6.125% 8/15/29

69,100

80,761

6.25% 8/15/23

42,000

48,343

U.S. Treasury Notes:

3.375% 9/15/09

18,146

17,524

4.25% 8/15/14

69,650

67,609

4.25% 8/15/15

44,000

42,577

4.5% 2/15/09

51,100

50,791

4.5% 11/15/15

40,200

39,581

4.75% 5/15/14

1,000

1,003

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

4.875% 4/30/08

$ 69,555

$ 69,490

4.875% 5/31/11

29,500

29,703

5.125% 5/15/16

13,000

13,391

TOTAL U.S. TREASURY OBLIGATIONS

460,773

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,037,201)

1,033,019

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

Fannie Mae - 1.7%

3.907% 5/1/33 (h)

866

858

4% 9/1/13 to 12/1/18

3,894

3,697

4.49% 11/1/33 (h)

274

272

4.493% 5/1/33 (h)

208

209

4.786% 12/1/35 (h)

889

885

4.787% 6/1/35 (h)

1,609

1,593

4.876% 7/1/34 (h)

1,429

1,420

4.892% 11/1/35 (h)

2,360

2,354

4.893% 10/1/35 (h)

292

292

4.951% 8/1/34 (h)

1,227

1,222

5% 2/1/14 to 2/1/35

5,093

5,010

5.034% 5/1/35 (h)

2,957

2,941

5.049% 12/1/32 (h)

2,004

1,995

5.1% 5/1/35 (h)

363

363

5.11% 7/1/34 (h)

474

473

5.151% 7/1/35 (h)

3,163

3,155

5.267% 11/1/36 (h)

524

524

5.408% 7/1/35 (h)

578

578

5.409% 2/1/36 (h)

208

209

5.5% 5/1/08 to 11/1/35

30,605

30,647

5.541% 11/1/36 (h)

1,058

1,062

5.84% 3/1/36 (h)

1,624

1,638

5.849% 6/1/35 (h)

2,801

2,827

5.881% 1/1/36 (h)

426

429

6.5% 9/1/21 to 3/1/35

5,513

5,641

TOTAL FANNIE MAE

70,294

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Freddie Mac - 0.5%

4.5% 8/1/18 to 9/1/19

$ 2,222

$ 2,146

4.704% 9/1/35 (h)

5,298

5,260

5% 3/1/18 to 7/1/18

5,476

5,409

5.021% 4/1/35 (h)

94

93

5.5% 8/1/14 to 11/1/19

3,607

3,613

6% 10/1/16 to 4/1/17

1,060

1,076

6.5% 5/1/18

5,221

5,338

TOTAL FREDDIE MAC

22,935

Government National Mortgage Association - 0.0%

3.75% 1/20/34 (h)

839

833

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $94,688)

94,062

Asset-Backed Securities - 0.4%

Affinity PLC Series 2002-A CLass C, 6.6275% 5/15/09 (h)

GBP

770

1,512

Amstel Corp. Loan Offering BV Series 2006-1 Class C, 4.1037% 5/25/16 (h)

EUR

400

528

Driver One GmbH Series 1 Class B, 3.893% 5/21/10 (h)

EUR

341

450

GELDI Series 2005-TS Class 1A, 3.604% 12/10/12 (h)

EUR

4,000

5,288

GLS Ltd. Series 2006-1 Class C, 3.994% 7/15/14 (h)

EUR

400

527

Greene King Finance PLC Series A1, 5.6756% 6/15/31 (h)

GBP

1,000

1,939

Lambda Finance BV Series 2005-1X Class C1, 5.8475% 11/15/29 (h)

GBP

500

984

Leek Finance PLC Series 18X Class BC, 4.017% 9/21/38 (h)

EUR

600

792

Promise PLC Series I 2006-1 Class D, 4.339% 3/20/17 (h)

EUR

1,000

1,320

Punch Taverns Finance PLC 5.4406% 4/15/09 (h)

GBP

258

506

Sedna Finance Corp.:

4.334% 12/23/14 (h)

EUR

500

660

4.424% 3/15/16 (h)

EUR

1,150

1,523

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

GBP

70

141

TOTAL ASSET-BACKED SECURITIES

(Cost $15,037)

16,170

Collateralized Mortgage Obligations - 2.4%

Principal Amount (000s)(d)

Value (Note 1) (000s)

Private Sponsor - 0.3%

EPIC PLC Series BROD Class D, 3.999% 1/22/16 (h)

EUR

375

$ 495

Granite Mortgages PLC 3.881% 1/20/43 (h)

EUR

600

794

Holmes Financing No. 8 PLC floater Series 3 Class C, 4.344% 7/15/40 (h)

EUR

500

663

Interstar Millennium Trust Series 2004-4E Class A1, 3.785% 11/14/36 (h)

EUR

385

509

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

EUR

344

456

RMAC PLC Series 2005-NS4X Class M2A, 5.8088% 12/12/43 (h)

GBP

1,600

3,142

RMAC Securities PLC 2006 floater Series 2006-NS4X Class M1A, 5.5488% 6/12/44 (h)

GBP

1,250

2,448

Shield BV Series 1 Class C, 3.901% 1/20/14 (h)

EUR

1,400

1,855

TOTAL PRIVATE SPONSOR

10,362

U.S. Government Agency - 2.1%

Fannie Mae planned amortization class:

Series 2002-83 Class ME, 5% 12/25/17

8,085

7,859

Series 2003-24 Class PB, 4.5% 12/25/12

1,469

1,461

Series 2006-64 Class PA, 5.5% 2/25/30

6,451

6,451

Fannie Mae Grantor Trust sequential payer Series 2005-93 Class HD, 4.5% 11/25/19

270

263

Fannie Mae guaranteed REMIC pass thru certificates:

planned amortization class:

Series 2003-70 Class BJ, 5% 7/25/33

815

766

Series 2006-4 Class PB, 6% 9/25/35

6,125

6,186

Series 2006-49 Class CA, 6% 2/25/31

4,503

4,537

sequential payer:

Series 2003-18 Class EY, 5% 6/25/17

3,807

3,762

Series 2005-117, Class JN, 4.5% 1/25/36

735

646

Series 2005-29 Class KA, 4.5% 2/25/35

5,361

5,171

Series 2005-47 Class AK, 5% 6/25/20

6,980

6,734

Freddie Mac Multi-class participation certificates guaranteed:

floater Series 2630 Class FL, 5.85% 6/15/18 (h)

92

93

planned amortization class:

Series 2378 Class PE, 5.5% 11/15/16

6,829

6,844

Series 2622 Class PE, 4.5% 5/15/18

8,560

8,217

Series 2628 Class OP, 3.5% 11/15/13

2,431

2,398

Series 2743 Class HE, 4.5% 2/15/19

7,000

6,683

Series 2760:

Class EB, 4.5% 9/15/16

5,420

5,315

Collateralized Mortgage Obligations - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

Class LB, 4.5% 1/15/33

$ 3,620

$ 3,479

Series 2770 Class UD, 4.5% 5/15/17

1,800

1,739

Series 2773 Class EG, 4.5% 4/15/19

1,760

1,681

Series 2996 Class MK, 5.5% 6/15/35

918

918

sequential payer:

Series 2564 Class HJ, 5% 2/15/18

2,000

1,946

Series 2570 Class CU, 4.5% 7/15/17

393

385

Series 2572 Class HK, 4% 2/15/17

595

577

Series 2627:

Class BG, 3.25% 6/15/17

255

240

Class KP, 2.87% 12/15/16

271

254

Series 2773 Class TA, 4% 11/15/17

3,139

3,020

Series 2849 Class AL, 5% 5/15/18

1,501

1,480

Series 2937 Class HJ, 5% 10/15/19

1,807

1,786

TOTAL U.S. GOVERNMENT AGENCY

90,891

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $100,582)

101,253

Commercial Mortgage Securities - 0.4%

Broadgate PLC 5.8925% 10/5/25 (h)

GBP

965

1,870

Canary Wharf Finance II PLC Series C1, 5.75% 4/22/30 (h)

GBP

1,493

2,924

European Property Capital Series 4 Class C, 5.4143% 7/20/14 (h)

GBP

485

949

German Residential Asset Note Distributor PLC Series 1 Class A, 3.751% 7/20/16 (h)

EUR

1,282

1,695

Opera Finance (CMH) PLC Class B, 3.794% 1/15/15 (h)

EUR

1,100

1,452

Opera Finance PLC 5.4426% 7/31/13 (h)

GBP

1,496

2,930

Paris Prime Community Real Estate Series 2006-1 Class B, 3.769% 4/22/14 (g)(h)

EUR

1,000

1,320

Real Estate Capital Foundation Ltd. Series 3 Class A, 5.3206% 7/15/16 (h)

GBP

2,000

3,910

Commercial Mortgage Securities - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Rivoli Pan Europe PLC Series 2006-1 Class B 3.943% 8/3/18 (h)

EUR

550

$ 726

Trafford Centre Finance Ltd. 5.9869% 4/28/35 (h)

GBP

569

1,110

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $17,842)

18,886

Foreign Government and Government Agency Obligations - 21.2%

Arab Republic 8.0203% 2/27/07

EGP

7,450

1,285

Argentine Republic:

discount (with partial capitalization through 12/31/13) 8.28% 12/31/33

2,915

3,170

5.589% 8/3/12 (h)

16,451

15,544

7% 3/28/11

9,060

8,961

7% 9/12/13

10,925

10,510

12.4375% 3/5/08 (h)

ARS

8,853

2,911

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

CAD

2,000

1,805

Banco Central del Uruguay:

value recovery A rights 1/2/21 (a)(j)

1,250,000

0

value recovery B rights 1/2/21 (a)(j)

1,250,000

0

Brazilian Federative Republic:

6% 9/15/13

2,567

2,586

7.375% 2/3/15

EUR

600

913

8% 1/15/18

2,419

2,690

8.25% 1/20/34

4,980

6,041

8.75% 2/4/25

4,874

6,044

10.5% 7/14/14

1,705

2,171

11% 8/17/40

22,470

29,806

12.25% 3/6/30

7,390

12,267

12.5% 1/5/16

BRL

2,460

1,307

12.75% 1/15/20

4,250

6,630

Canadian Government:

4.5% 9/1/07

CAD

30,500

26,212

5.25% 6/1/12

CAD

34,650

31,497

5.5% 6/1/09

CAD

11,150

9,893

5.75% 6/1/29

CAD

8,600

9,059

Central Bank of Nigeria:

promissory note 5.092% 1/5/10

1,969

1,867

warrants 11/15/20 (j)

2,750

556

City of Kiev 8.75% 8/8/08

1,775

1,840

Colombian Republic:

7.375% 9/18/37

520

558

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Colombian Republic: - continued

11.75% 2/25/20

$ 1,625

$ 2,360

Dominican Republic:

Brady 6.2725% 8/30/09 (h)

1,819

1,816

6.1875% 8/30/24 (h)

11,318

11,261

9.04% 1/23/18 (g)

1,612

1,845

9.5% 9/27/11

5,489

5,895

Ecuador Republic:

10% 8/15/30 (Reg. S)

10,685

7,907

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

2,334

1,820

euro par 5% 2/28/25

1,450

1,059

Finnish Government 3.875% 9/15/17

EUR

51,100

66,808

French Government:

OAT 5.5% 4/25/29

EUR

10,250

16,218

3% 1/12/10

EUR

6,500

8,362

3.25% 4/25/16

EUR

47,845

59,596

3.5% 7/12/11

EUR

18,200

23,583

4% 4/25/55

EUR

500

651

German Federal Republic 3.5% 9/12/08

EUR

25,000

32,790

Indonesian Republic:

6.75% 3/10/14

2,940

3,076

7.25% 4/20/15 (g)

875

948

7.25% 4/20/15

1,705

1,848

Islamic Republic of Pakistan 7.125% 3/31/16 (g)

2,225

2,342

Japan Government:

0.3552% to 0.4554% 1/29/07 to 3/12/07

JPY

900,000

7,555

0.9% 12/22/08

JPY

1,230,000

10,355

1% 11/20/20 (h)

JPY

1,325,000

10,716

1.03% 7/20/20 (h)

JPY

900,000

7,102

1.4% 3/21/11

JPY

675,000

5,730

1.5% 3/20/14

JPY

570,000

4,797

1.8% 3/20/16

JPY

2,242,000

19,111

2.4% 12/20/34

JPY

1,600,000

13,750

Real Return Bond 1.1% 12/10/16

JPY

3,130,000

26,121

Lebanon, Republic of:

7.125% 3/5/10

325

310

7.875% 5/20/11 (Reg. S)

3,670

3,597

8.6044% 11/30/09 (g)(h)

2,760

2,722

8.6044% 11/30/09 (h)

7,560

7,456

Pakistan International Sukuk Co. Ltd. 7.76% 1/27/10 (h)

4,640

4,797

Peruvian Republic:

3% 3/7/27 (f)

1,425

1,059

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Peruvian Republic: - continued

6.25% 3/7/27 (h)

$ 1,380

$ 1,352

7.35% 7/21/25

1,375

1,550

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

8,713

8,644

Philippine Republic:

8.25% 1/15/14

6,505

7,334

8.375% 2/15/11

2,786

3,051

8.875% 3/17/15

4,635

5,487

9% 2/15/13

6,694

7,715

9.875% 1/15/19

6,120

7,987

10.625% 3/16/25

4,110

5,893

Republic of Iraq 5.8% 1/15/28 (g)

3,400

2,219

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

625

581

Russian Federation:

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

1,587

1,793

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

29,843

33,723

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

5,215

9,439

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

4,235

6,295

Turkish Republic:

0% 4/9/08

TRY

4,610

2,559

6.875% 3/17/36

1,335

1,280

7% 9/26/16

7,330

7,477

7.375% 2/5/25

1,830

1,876

11% 1/14/13

14,880

18,302

11.75% 6/15/10

7,546

8,904

11.875% 1/15/30

8,135

12,558

Ukraine Cabinet of Ministers 6.58% 11/21/16 (g)

2,880

2,877

Ukraine Government:

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

2,360

2,428

8.9025% 8/5/09 (h)

9,630

10,198

United Kingdom, Great Britain & Northern Ireland:

4.25% 3/7/11

GBP

6,000

11,403

4.25% 6/7/32

GBP

850

1,657

4.25% 3/7/36

GBP

11,150

22,003

4.75% 6/7/10

GBP

450

872

4.75% 9/7/15

GBP

4,585

8,956

5% 3/7/25

GBP

2,170

4,514

8% 6/7/21

GBP

3,950

10,432

9% 7/12/11

GBP

8,000

18,150

United Mexican States:

7.5% 4/8/33

7,380

8,690

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

United Mexican States: - continued

8.3% 8/15/31

$ 11,035

$ 14,108

9% 12/20/12

MXN

23,815

2,381

11.5% 5/15/26

2,370

3,833

Uruguay Republic:

5% 9/14/18

UYU

36,032

1,624

7.625% 3/21/36

520

572

8% 11/18/22

5,424

6,156

Venezuelan Republic:

oil recovery rights 4/15/20 (j)

1,250

41

5.75% 2/26/16

4,580

4,328

6% 12/9/20

1,965

1,832

6.3738% 4/20/11 (h)

5,605

5,549

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

1,460

1,504

7.65% 4/21/25

2,250

2,455

9.25% 9/15/27

3,560

4,546

9.375% 1/13/34

2,930

3,885

10.75% 9/19/13

5,030

6,225

13.625% 8/15/18

5,425

8,314

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

1,644

1,418

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $842,226)

898,456

Common Stocks - 0.6%

Shares

CONSUMER DISCRETIONARY - 0.6%

Auto Components - 0.0%

Intermet Corp. (a)(k)

156,879

284

Diversified Consumer Services - 0.2%

Coinmach Service Corp. unit

435,000

8,004

Hotels, Restaurants & Leisure - 0.1%

Centerplate, Inc. unit

244,160

4,639

Media - 0.3%

NTL, Inc.

455,794

11,504

TOTAL CONSUMER DISCRETIONARY

24,431

Common Stocks - continued

Shares

Value (Note 1) (000s)

TELECOMMUNICATION SERVICES - 0.0%

Wireless Telecommunication Services - 0.0%

DigitalGlobe, Inc. (a)(g)

98

$ 0

TOTAL COMMON STOCKS

(Cost $14,864)

24,431

Preferred Stocks - 0.1%

Convertible Preferred Stocks - 0.0%

MATERIALS - 0.0%

Chemicals - 0.0%

Celanese Corp. 4.25%

9,300

337

Nonconvertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

Spanish Broadcasting System, Inc. Class B, 10.75%

2,403

2,667

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

PTV, Inc. Series A, 10.00%

122

1

TOTAL NONCONVERTIBLE PREFERRED STOCKS

2,668

TOTAL PREFERRED STOCKS

(Cost $2,668)

3,005

Floating Rate Loans - 4.3%

Principal Amount (000s)(d)

CONSUMER DISCRETIONARY - 1.7%

Auto Components - 0.2%

Dana Corp. term loan 7.55% 4/13/08 (h)

$ 330

330

Lear Corp. term loan 7.8656% 4/25/12 (h)

2,263

2,266

The Goodyear Tire & Rubber Co.:

Tranche 2, term loan 8.14% 4/30/10 (h)

2,470

2,507

Tranche 3, term loan 8.89% 3/1/11 (h)

3,620

3,674

8,777

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Automobiles - 0.6%

AM General LLC:

LOC 8.35% 9/30/12 (h)

$ 119

$ 120

term loan B 8.3633% 9/30/13 (h)

3,561

3,588

Ford Motor Co. term loan 8.36% 12/15/13 (h)

22,640

22,668

General Motors Corp. term loan 7.745% 11/29/13 (h)

880

882

27,258

Hotels, Restaurants & Leisure - 0.1%

Hilton Head Communications LP Tranche B, term loan 9.5% 3/31/08 (h)

3,000

2,910

Media - 0.4%

Charter Communications Operating LLC Tranche B, term loan 8.005% 4/28/13 (h)

5,725

5,754

CSC Holdings, Inc. Tranche B, term loan 7.1228% 3/29/13 (h)

5,990

5,986

Riverdeep Interactive Learning USA, Inc. term loan:

8.1% 12/21/13 (h)

560

562

11.0656% 12/21/07 (h)

1,390

1,390

UPC Broadband Holding BV:

Tranche J2, term loan 7.64% 3/31/13 (h)

760

761

Tranche K2, term loan 7.64% 12/31/13 (h)

760

761

15,214

Multiline Retail - 0.1%

Neiman Marcus Group, Inc. term loan 7.6022% 4/6/13 (h)

2,820

2,834

Specialty Retail - 0.2%

Michaels Stores, Inc. Tranche B, term loan 8.375% 10/31/13 (h)

3,380

3,334

Sally Holdings LLC Tranche B, term loan 7.87% 11/10/13 (h)

688

690

Toys 'R' US, Inc. term loan 8.3494% 12/9/08 (h)

6,200

6,239

10,263

Textiles, Apparel & Luxury Goods - 0.1%

Hanesbrands, Inc.:

term loan 9.1875% 3/5/14 (h)

1,480

1,523

term loan B1 7.681% 9/5/13 (h)

4,417

4,467

5,990

TOTAL CONSUMER DISCRETIONARY

73,246

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

CONSUMER STAPLES - 0.0%

Beverages - 0.0%

Constellation Brands, Inc. Tranche B, term loan 6.875% 6/5/13 (h)

$ 1,050

$ 1,054

ENERGY - 0.3%

Oil, Gas & Consumable Fuels - 0.3%

Coffeyville Resources LLC:

Credit-Linked Deposit 8.36% 12/21/13 (h)

478

481

Tranche D, term loan 8.36% 12/21/13 (h)

2,472

2,487

Helix Energy Solutions Group, Inc. term loan 7.4524% 7/1/13 (h)

170

170

Sandridge Energy, Inc. term loan 10.1904% 11/21/07 (h)

4,920

4,957

Targa Resources, Inc./Targa Resources Finance Corp.:

Credit-Linked Deposit 7.4888% 10/31/12 (h)

570

571

term loan:

7.6% 10/31/07 (h)

1,745

1,745

7.6237% 10/31/12 (h)

2,345

2,351

12,762

FINANCIALS - 0.4%

Diversified Financial Services - 0.3%

MGM Holdings II, Inc. Tranche B, term loan 8.6138% 4/8/12 (h)

3,236

3,219

Olympus Cable Holdings LLC Tranche B, term loan 10.25% 9/30/10 (h)

5,325

5,165

The NASDAQ Stock Market, Inc.:

Tranche B, term loan 7.1001% 4/18/12 (h)

3,252

3,248

Tranche C, term loan 7.1004% 4/18/12 (h)

1,885

1,883

13,515

Real Estate Investment Trusts - 0.1%

Capital Automotive (REIT) Tranche B, term loan 7.1% 12/16/10 (h)

3,572

3,595

Newkirk Master LP Tranche B, term loan 7.0994% 8/11/08 (h)

168

168

3,763

TOTAL FINANCIALS

17,278

HEALTH CARE - 0.3%

Health Care Providers & Services - 0.3%

HCA, Inc. Tranche B, term loan 7.8638% 11/17/13 (h)

13,250

13,416

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

INDUSTRIALS - 0.3%

Aerospace & Defense - 0.0%

Wesco Aircraft Hardware Corp.:

Tranche 1LN, term loan 7.6% 9/29/13 (h)

$ 150

$ 151

Tranche 2LN, term loan 11.125% 3/28/14 (h)

60

62

213

Airlines - 0.2%

Delta Air Lines, Inc.:

Tranche B, term loan 10.1181% 3/16/08 (h)

290

295

Tranche C, term loan 12.8681% 3/16/08 (h)

4,275

4,393

UAL Corp.:

Tranche B, term loan 9.12% 2/1/12 (h)

3,143

3,163

Tranche DD, term loan 9.125% 2/1/12 (h)

449

452

8,303

Building Products - 0.0%

Mueller Group, Inc. term loan 7.373% 10/3/12 (h)

173

174

Commercial Services & Supplies - 0.0%

Allied Waste Industries, Inc.:

term loan 7.1623% 1/15/12 (h)

717

719

Tranche A, Credit-Linked Deposit 7.0725% 1/15/12 (h)

318

319

1,038

Industrial Conglomerates - 0.0%

Walter Industries, Inc. term loan 7.3305% 10/3/12 (h)

133

133

Machinery - 0.0%

Chart Industries, Inc. Tranche B, term loan 7.4323% 10/17/12 (h)

87

87

Road & Rail - 0.1%

Hertz Corp.:

Credit-Linked Deposit 7.365% 12/21/12 (h)

144

146

Tranche B, term loan 7.5054% 12/21/12 (h)

1,148

1,156

Laidlaw International, Inc. Class B, term loan 7.11% 7/31/13 (h)

618

622

1,924

TOTAL INDUSTRIALS

11,872

INFORMATION TECHNOLOGY - 0.3%

Electronic Equipment & Instruments - 0.0%

Sanmina-SCI Corp. term loan 7.9375% 1/31/08 (h)

580

581

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

IT Services - 0.1%

Affiliated Computer Services, Inc. Tranche B2, term loan 7.3597% 3/20/13 (h)

$ 3,284

$ 3,288

Semiconductors & Semiconductor Equipment - 0.2%

Advanced Micro Devices, Inc. term loan 7.62% 12/31/13 (h)

3,909

3,944

Freescale Semiconductor, Inc. term loan 7.3694% 12/1/13 (h)

4,630

4,659

8,603

TOTAL INFORMATION TECHNOLOGY

12,472

MATERIALS - 0.5%

Chemicals - 0.1%

Lyondell Chemical Co. term loan 7.1213% 8/13/13 (h)

4,509

4,531

Momentive Performance Materials, Inc. Tranche B1, term loan 7.625% 12/4/13 (h)

940

941

5,472

Metals & Mining - 0.1%

Aleris International, Inc. term loan 8.125% 12/19/13 (h)

2,540

2,550

Paper & Forest Products - 0.3%

Georgia-Pacific Corp. Tranche B1, term loan 7.3561% 12/23/12 (h)

11,345

11,416

TOTAL MATERIALS

19,438

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.3%

Wind Telecomunicazioni Spa:

term loan 12.54% 12/21/11 (h)

3,070

3,112

Tranche 2, term loan 11.62% 3/21/15 (h)

3,490

3,630

Tranche B, term loan 8.1684% 9/21/13 (h)

1,745

1,754

Tranche C, term loan 8.6684% 9/21/14 (h)

1,745

1,754

Windstream Corp. Class B, term loan 7.12% 7/17/13 (h)

4,070

4,095

14,345

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.1%

Leap Wireless International, Inc. Tranche B, term loan 8.1138% 6/16/13 (h)

$ 577

$ 582

MetroPCS Wireless, Inc. Tranche B, term loan 7.875% 11/3/13 (h)

1,317

1,323

1,905

TOTAL TELECOMMUNICATION SERVICES

16,250

UTILITIES - 0.1%

Independent Power Producers & Energy Traders - 0.1%

Boston Generating LLC:

Credit-Linked Deposit 7.6156% 12/21/13 (h)

198

199

Tranche 1LN, revolver loan 7.6156% 12/21/13 (h)

56

56

Tranche 2LN, term loan 9.6% 6/20/14 (h)

190

194

Tranche B 1LN, term loan 7.6% 12/21/13 (h)

896

900

NRG Energy, Inc.:

Credit-Linked Deposit 7.3637% 2/1/13 (h)

2,053

2,066

term loan 7.3638% 2/1/13 (h)

2,833

2,850

6,265

TOTAL FLOATING RATE LOANS

(Cost $182,412)

184,053

Sovereign Loan Participations - 0.1%

Indonesian Republic loan participation:

- Barclays Bank 6.25% 3/28/13 (h)

280

276

- Citibank 6.25% 3/28/13 (h)

1,418

1,400

- Credit Suisse First Boston 6.25% 3/28/13 (h)

1,813

1,791

- Deutsche Bank:

1.407% 3/28/13 (h)

JPY

102,286

808

6.25% 3/28/13 (h)

1,288

1,272

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $5,110)

5,547

Commercial Paper - 0.4%

GPB Finance Public Ltd. 4.4% 6/5/07

EUR

1,400

1,814

Harrier Finance Funding Ltd. 3.66% 1/10/07

EUR

4,000

5,277

Commercial Paper - continued

Principal Amount (000s)(d)

Value (Note 1) (000s)

Lake Constance Funding Ltd. 3.66% 1/11/07

EUR

3,000

$ 3,957

St. George Bank Ltd. 3.54% 1/2/07

EUR

4,000

5,279

TOTAL COMMERCIAL PAPER

(Cost $16,322)

16,327

Fixed-Income Funds - 2.9%

Shares

Fidelity Floating Rate Central Fund (i)
(Cost $123,905)

1,235,765

124,318

Money Market Funds - 5.9%

Fidelity Cash Central Fund, 5.37% (b)
(Cost $248,502)

248,501,745

248,502

TOTAL INVESTMENT PORTFOLIO - 99.5%

(Cost $4,087,719)

4,225,614

NET OTHER ASSETS - 0.5%

21,082

NET ASSETS - 100%

$ 4,246,696

Currency Abbreviations

ARS

-

Argentine peso

BRL

-

Brazilian real

CAD

-

Canadian dollar

EGP

-

Egyptian pound

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

MXN

-

Mexican peso

PEN

-

Peruvian new sol

RUB

-

Russian ruble

TRY

-

New Turkish Lira

UYU

-

Uruguay peso

Legend

(a) Non-income producing

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

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $350,279,000 or 8.2% of net assets.

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

(i) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited list of holdings for each Fidelity Central Fund, as of the Investing Fund's report date, is available upon request or at fidelity.com. The reports are located just after the Investing Fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Investing Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

(j) Quantity represents share amount.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $284,000 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Intermet Corp.

11/9/05

$ 2,971

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 9,181

Fidelity Floating Rate Central Fund

6,907

Total

$ 16,088

Additional information regarding the Fund's fiscal year to date purchases and sales, including the ownership percentage, of the non Money Market Central Funds is as follows:

Fund
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Value,
end of
period

% ownership, end of
period

Fidelity Floating Rate Central Fund

$ 86,840

$ 37,097

$ -

$ 124,318

6.9%

Other Information

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

United States of America

67.4%

United Kingdom

3.0%

Japan

2.7%

Canada

2.6%

France

2.6%

Brazil

2.5%

Argentina

1.8%

Luxembourg

1.7%

Finland

1.6%

Turkey

1.3%

Germany

1.2%

Russia

1.1%

Venezuela

1.1%

Mexico

1.1%

Philippines

1.0%

Others (individually less than 1%)

7.3%

100.0%

The information in the above table 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.

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

December 31, 2006

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $3,715,312)

$ 3,852,794

Fidelity Central Funds (cost $372,407)

372,820

Total Investments (cost $4,087,719)

$ 4,225,614

Cash

11,921

Foreign currency held at value (cost $247)

247

Receivable for investments sold

4,505

Receivable for fund shares sold

9,738

Dividends receivable

102

Interest receivable

59,222

Prepaid expenses

18

Other receivables

59

Total assets

4,311,426

Liabilities

Payable for investments purchased

$ 55,659

Payable for fund shares redeemed

3,638

Distributions payable

2,717

Accrued management fee

1,981

Other affiliated payables

541

Other payables and accrued expenses

194

Total liabilities

64,730

Net Assets

$ 4,246,696

Net Assets consist of:

Paid in capital

$ 4,091,451

Undistributed net investment income

8,362

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

8,858

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

138,025

Net Assets, for 399,301 shares outstanding

$ 4,246,696

Net Asset Value, offering price and redemption price per share ($4,246,696 ÷ 399,301 shares)

$ 10.64

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended December 31, 2006

Investment Income

Dividends

$ 2,002

Interest

212,351

Income from Fidelity Central Funds

16,088

Total income

230,441

Expenses

Management fee

$ 21,058

Transfer agent fees

4,799

Accounting fees and expenses

1,171

Custodian fees and expenses

317

Independent trustees' compensation

14

Registration fees

212

Audit

77

Legal

38

Miscellaneous

34

Total expenses before reductions

27,720

Expense reductions

(97)

27,623

Net investment income

202,818

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

34,037

Foreign currency transactions

(640)

Total net realized gain (loss)

33,397

Change in net unrealized appreciation (depreciation) on:

Investment securities

56,417

Assets and liabilities in foreign currencies

607

Delayed delivery commitments

5

Total change in net unrealized appreciation (depreciation)

57,029

Net gain (loss)

90,426

Net increase (decrease) in net assets resulting from operations

$ 293,244

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
December 31, 2006

Year ended
December 31, 2005

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 202,818

$ 191,323

Net realized gain (loss)

33,397

9,787

Change in net unrealized appreciation (depreciation)

57,029

(91,276)

Net increase (decrease) in net assets resulting
from operations

293,244

109,834

Distributions to shareholders from net investment income

(196,703)

(188,295)

Distributions to shareholders from net realized gain

(22,997)

(38,994)

Total distributions

(219,700)

(227,289)

Share transactions
Proceeds from sales of shares

1,515,354

1,816,348

Reinvestment of distributions

194,760

202,177

Cost of shares redeemed

(999,152)

(1,629,816)

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

710,962

388,709

Total increase (decrease) in net assets

784,506

271,254

Net Assets

Beginning of period

3,462,190

3,190,936

End of period (including undistributed net investment income of $8,362 and undistributed net investment income of $861, respectively)

$ 4,246,696

$ 3,462,190

Other Information

Shares

Sold

144,137

171,522

Issued in reinvestment of distributions

18,497

19,174

Redeemed

(95,361)

(154,913)

Net increase (decrease)

67,273

35,783

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

Annual Report

Financial Highlights

Years ended December 31,

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 10.43

$ 10.77

$ 10.50

$ 9.40

$ 9.15

Income from Investment Operations

Net investment income B

.575

.551

.570

.566

.582

Net realized and unrealized gain (loss)

.251

(.227)

.383

1.142

.243

Total from investment operations

.826

.324

.953

1.708

.825

Distributions from net investment income

(.556)

(.544)

(.553)

(.578)

(.575)

Distributions from net realized gain

(.060)

(.120)

(.130)

(.030)

-

Total distributions

(.616)

(.664)

(.683)

(.608)

(.575)

Net asset value, end of period

$ 10.64

$ 10.43

$ 10.77

$ 10.50

$ 9.40

Total Return A

8.15%

3.12%

9.44%

18.62%

9.38%

Ratios to Average Net Assets C, E

Expenses before reductions

.75%

.75%

.76%

.80%

.84%

Expenses net of fee waivers, if any

.75%

.75%

.76%

.80%

.84%

Expenses net of all reductions

.75%

.75%

.76%

.80%

.84%

Net investment income

5.49%

5.23%

5.46%

5.64%

6.42%

Supplemental Data

Net assets, end of period (in millions)

$ 4,247

$ 3,462

$ 3,191

$ 2,340

$ 782

Portfolio turnover rate D

80%

119%

94%

148%

117% F

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

B Calculated based on average shares outstanding during the period.

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

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

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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

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

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Strategic Income Fund (the Fund) is a fund of Fidelity School Street Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 will claim 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 short-term capital gains, foreign currency transactions, certain foreign taxes, prior period premium and discount on debt securities, defaulted bonds, market discount, partnerships (including allocations from Fidelity Central Funds), financing transactions and losses deferred due to wash sales.

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

Unrealized appreciation

$ 168,648

Unrealized depreciation

(23,780)

Net unrealized appreciation (depreciation)

144,868

Undistributed ordinary income

1,275

Undistributed long-term capital gain

6,537

Cost for federal income tax purposes

$ 4,080,746

The tax character of distributions paid was as follows:

December 31, 2006

December 31, 2005

Ordinary Income

$ 196,703

$ 199,562

Long-term Capital Gains

22,997

27,727

Total

$ 219,700

$ 227,289

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

New Accounting Pronouncements - continued

business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

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

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. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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

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

Annual Report

2. Operating Policies - continued

Loans and Other Direct Debt Instruments - continued

contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

Mortgage Dollar Rolls. To earn additional income, the Fund 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 (including non Money Market Central Funds), other than short-term securities and U.S. government securities, aggregated $2,337,795 and $2,010,293, 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 annual management fee rate was .57% 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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 annual 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.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or, for each non Money Market Central Fund, at fidelity.com. The reports are located just after the Fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

Based on their investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The following summarizes the Fund's investment in each Fidelity Fixed-Income Central Fund.

Central Fund

Investment Adviser

Investment Objective

Investment Practices

Fidelity Floating Rate Central Fund

Fidelity Management and Research Company, Inc. (FMRC)

Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.

Loans & Direct Debt Instruments,

Repurchase Agreements,

Restricted Securities

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 share

Annual Report

5. Committed Line of Credit - continued

holder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $10 and is reflected in Miscellaneous Expense on the Statement of Operations. 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 $41 and $46, 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.

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

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Other - continued

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

Annual Report

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Strategic Income Fund (a fund of Fidelity School Street Trust) at December 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Strategic Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 21, 2007

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Each of the Trustees oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1976

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

James H. Keyes (66)

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Marie L. Knowles (60)

Year of Election or Appointment: 2001

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

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity School Street Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Kimberley H. Monasterio (43)

Year of Election or Appointment: 2007

President and Treasurer of Strategic Income. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Walter C. Donovan (44)

Year of Election or Appointment: 2005

Vice President of Strategic Income. Mr. Donovan also serves as Vice President of Fidelity's High Income Funds (2005-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).

Boyce I. Greer (50)

Year of Election or Appointment: 2006

Vice President of Strategic Income. Mr. Greer also serves as Vice President of certain Equity Funds (2005-present), certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). He is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. He also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

Robert A. Lawrence (54)

Year of Election or Appointment: 2006

Vice President of Strategic Income. Mr. Lawrence also serves as Vice President of the High Income Funds. Mr. Lawrence is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present). Previously, Mr. Lawrence served as President of Fidelity Strategic Investments (2002-2005).

David L. Murphy (58)

Year of Election or Appointment: 2005

Vice President of Strategic Income. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fixed-Income Funds (2005-present), and Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of Fidelity Investments Money Management, Inc. (2003-present) and an Executive Vice President of FMR (2005-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002).

Thomas J. Silvia (45)

Year of Election or Appointment: 2005

Vice President of Strategic Income. Mr. Silvia also serves as Vice President of Fidelity's Fixed-Income Funds (2005-present), certain Balanced Funds (2005-present), certain Asset Allocation Funds (2005- present), and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

Christopher L. Sharpe (38)

Year of Election or Appointment: 2005
Vice President and lead co-manager of Strategic Income. Mr. Sharpe also serves as Vice President of other funds advised by FMR. Prior to joining Fidelity Investments as an asset allocation director in 2002, Mr. Sharpe worked as an associate investment policy officer for John Hancock Financial Services, Inc. in Boston. From 1990 to 2000 he was with William M. Mercer, Inc. in Boston. Mr. Sharpe also serves as Vice President of FMR (2006) and FMR Co., Inc. (2006).

Derek L. Young (42)

Year of Election or Appointment: 2005
Vice President and lead co-manager of Strategic Income. Mr. Young also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Young worked as director of Risk Management, senior vice president of Strategic Services and portfolio manager. Mr. Young also serves as Vice President of FMR and FMR Co., Inc (2004).

Eric D. Roiter (58)

Year of Election or Appointment: 1998

Secretary of Strategic Income. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Strategic Income. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Strategic Income. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Strategic Income. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005- present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Strategic Income. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005- present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Strategic Income. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Strategic Income. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (40)

Year of Election or Appointment: 2005

Assistant Treasurer of Strategic Income. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1998

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

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Strategic Income. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

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

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Strategic Income. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (41)

Year of Election or Appointment: 2005

Assistant Treasurer of Strategic Income. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Strategic Income Fund voted to pay on February 5, 2007, to shareholders of record at the opening of business on February 2, 2007, a distribution of $.03 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2006, $28,042,275, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates $39,287,162 of distributions paid during the period January 1, 2006 to December 31, 2006, as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Annual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(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

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity International
Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Investments Japan Limited

Fidelity Investments Money Management Investments, Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

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

FSN-UANN-0207
1.787743.103

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

Fidelity®
Intermediate Municipal Income
Fund

Annual Report

December 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

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.

Annual Report

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

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

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We have seen consistently strong performance from stocks and bonds of late, and some relief in energy prices, but the housing market slowdown bears watching for how it might affect the consumer. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of Intermediate Municipal Income's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended December 31, 2006

Past 1
year

Past 5
years

Past 10
years

Intermediate Municipal Income

3.97%

4.90%

5.20%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Intermediate Municipal Income on December 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® Municipal Bond Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Mark Sommer, Portfolio Manager of Fidelity® Intermediate Municipal Income Fund

Growing investor demand and a strong second-half rally helped municipal bonds post solid returns and take their place as one of the best performing investment-grade debt classes for the year ending December 31, 2006. Throughout roughly the first six months of the period, muni bond prices declined as the Federal Reserve Board raised short-term interest rates to return them to a more "neutral level" and fend off inflation. Beginning in mid-summer 2006, however, munis rebounded amid hopes that the Fed would pause its rate hike campaign. Those hopes were eventually actualized when the central bank left rates unchanged at its August, September, October and December Open Market Committee meetings. Demand - which was amplified by non-traditional investors such as hedge funds - increased substantially, as investors sought out munis for their attractive after-tax yields. Investors also were drawn to the fact that unlike long-term Treasury bonds, which generally yielded less than short-term Treasuries throughout much of the period, long-term rates for munis were higher than short rates, giving investors the opportunity to lock in attractive long-term yields. Against this backdrop, the Lehman Brothers® Municipal Bond Index - a performance measure of approximately 34,000 investment-grade, fixed-rate, tax-exempt bonds - returned 4.84%. In comparison, the overall taxable bond market, as measured by the Lehman Brothers Aggregate Bond Index, returned 4.33%.

During the past year, Intermediate Municipal Income gained 3.97% and the Lehman Brothers 1-17 Year Municipal Bond Index gained 4.10%. The fund's performance relative to the index was helped by its overweighting in bonds that were prerefunded during the period, a process that helped boost the bonds' returns. My decision to overweight longer-term bonds also was a plus because they outpaced shorter-term securities due to strong investor demand for yield-enhanced securities. While I invested in bonds of various maturities, I kept the fund's duration - meaning its interest rate sensitivity - in line with the index, a strategy that neutralized the impact of overall interest rate movements on the fund's relative performance. Performance also was aided by an overweighting relative to the index in lower-quality investment-grade bonds. They, too, were the beneficiaries of investors' appetite for higher-yielding securities. Detracting from returns was an overweighted position in premium bonds, which sell above par - meaning face value - and which underperformed discount bonds, those that sell below par.

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

Annual Report

Shareholder Expense Example

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

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

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

Annual Report

Shareholder Expense Example - continued

Beginning
Account Value
July 1, 2006

Ending
Account Value
December 31, 2006

Expenses Paid
During Period
*
July 1, 2006 to
December 31, 2006

Class A

Actual

$ 1,000.00

$ 1,036.40

$ 3.23**

Hypothetical A

$ 1,000.00

$ 1,022.03

$ 3.21**

Class T

Actual

$ 1,000.00

$ 1,036.20

$ 3.49

Hypothetical A

$ 1,000.00

$ 1,021.78

$ 3.47

Class B

Actual

$ 1,000.00

$ 1,032.60

$ 7.02

Hypothetical A

$ 1,000.00

$ 1,018.30

$ 6.97

Class C

Actual

$ 1,000.00

$ 1,033.30

$ 7.33

Hypothetical A

$ 1,000.00

$ 1,018.00

$ 7.27

Intermediate Municipal Income

Actual

$ 1,000.00

$ 1,038.50

$ 2.21

Hypothetical A

$ 1,000.00

$ 1,023.04

$ 2.19

Institutional Class

Actual

$ 1,000.00

$ 1,038.30

$ 2.52

Hypothetical A

$ 1,000.00

$ 1,022.74

$ 2.50

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

.63%**

Class T

.68%

Class B

1.37%

Class C

1.43%

Intermediate Municipal Income

.43%

Institutional Class

.49%

** If fees, effective April 1, 2007 had been in effect during the entire period, the annualized expense ratio would have been .73% and the expenses paid in the actual and hypothetical examples above would have been $3.75 and $3.72, respectively.

Annual Report

Investment Changes

Top Five States as of December 31, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

California

14.9

13.6

Texas

14.2

15.9

New York

12.5

9.8

Illinois

9.8

11.3

Washington

7.3

7.6

Top Five Sectors as of December 31, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

General Obligations

38.8

39.3

Electric Utilities

11.5

11.1

Special Tax

10.0

6.2

Transportation

9.6

10.2

Escrowed/Pre-Refunded

9.3

10.2

Average Years to Maturity as of December 31, 2006

6 months ago

Years

9.2

8.7

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 December 31, 2006

6 months ago

Years

5.1

5.1

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

Quality Diversification (% of fund's net assets)

As of December 31, 2006

As of June 30, 2006

AAA 61.3%

AAA 63.3%

AA,A 30.3%

AA,A 26.1%

BBB 6.9%

BBB 6.6%

BB and Below 0.3%

BB and Below 0.1%

Not Rated 0.7%

Not Rated 1.8%

Short-Term
Investments and
Net Other Assets 0.5%

Short-Term
Investments and
Net Other Assets 2.1%

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

Annual Report

Investments December 31, 2006

Showing Percentage of Net Assets

Municipal Bonds - 99.5%

Principal Amount (000s)

Value (Note 1) (000s)

Alabama - 1.0%

Auburn Univ. Gen. Fee Rev. Series A, 5.5% 6/1/12 (MBIA Insured)

$ 2,125

$ 2,279

Birmingham Baptist Med. Ctrs. Spl. Care Facilities Fing. Auth. Rev. (Baptist Health Sys., Inc. Proj.) Series A, 5% 11/15/09

1,200

1,226

Health Care Auth. for Baptist Health Series 2006 D, 5% 11/15/10

1,295

1,341

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

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

1,700

1,719

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

3,055

3,133

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

3,865

4,040

Jefferson County Ltd. Oblig. School Warrants Series A:

5.25% 1/1/15

2,000

2,168

5.5% 1/1/22

1,100

1,195

Jefferson County Swr. Rev. Series A, 5% 2/1/33 (Pre-Refunded to 2/1/09 @ 101) (f)

2,920

3,022

20,123

Alaska - 0.2%

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

2,935

3,121

Arizona - 0.2%

Arizona School Facilities Board Ctfs. of Prtn. Series C, 5% 9/1/09 (FSA Insured)

1,100

1,138

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

1,500

1,577

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

1,100

1,149

3,864

California - 14.9%

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

1,400

1,544

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

5.25% 12/1/16 (FGIC Insured)

5,000

5,444

5.25% 12/1/18 (FGIC Insured)

5,000

5,415

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

5.25% 5/1/12 (MBIA Insured)

4,000

4,315

5.5% 5/1/15 (AMBAC Insured)

2,600

2,848

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

California Econ. Recovery:

Series 2004 A:

5.25% 7/1/12

$ 1,210

$ 1,305

5.25% 7/1/13

7,000

7,621

Series A:

5% 7/1/15

15,200

16,452

5% 7/1/15 (MBIA Insured)

6,100

6,623

5.25% 1/1/11

700

742

5.25% 7/1/13 (MBIA Insured)

10,300

11,245

5.25% 7/1/14

15,400

16,907

5.25% 7/1/14 (FGIC Insured)

9,700

10,683

California Gen. Oblig.:

4.5% 2/1/09

2,800

2,850

5% 2/1/11

2,650

2,782

5% 3/1/15

3,000

3,244

5.125% 11/1/24

1,900

2,019

5.125% 2/1/26

1,200

1,272

5.25% 2/1/11

4,000

4,237

5.25% 3/1/12

2,210

2,369

5.25% 2/1/15

5,000

5,424

5.25% 2/1/16

8,500

9,221

5.25% 2/1/27 (MBIA Insured)

1,605

1,717

5.25% 4/1/27

1,000

1,069

5.25% 2/1/28

3,400

3,621

5.25% 11/1/29

1,200

1,280

5.25% 2/1/33

6,100

6,457

5.25% 12/1/33

6,755

7,202

5.25% 4/1/34

6,600

7,024

5.5% 3/1/11

8,500

9,094

5.5% 4/1/13 (AMBAC Insured)

1,000

1,102

5.5% 4/1/30

10,515

11,700

5.5% 4/1/30 (Pre-Refunded to 4/1/14 @ 100) (f)

1,285

1,434

5.5% 11/1/33

21,355

23,384

5.625% 5/1/20

225

241

5.625% 5/1/20 (Pre-Refunded to 5/1/10 @ 101) (f)

775

831

5.75% 10/1/10

2,200

2,358

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

3,000

3,175

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

19,346

10,181

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

California Pub. Works Board Lease Rev.:

(Butterfield State Office Complex Proj.) Series 2005 A, 5.25% 6/1/30

$ 4,300

$ 4,607

(CA State Univ. Proj.) Series A, 5% 10/1/14 (FGIC Insured)

3,405

3,689

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

5,600

6,198

Series 2005 K, 5% 11/1/16

7,195

7,764

5% 11/1/14 (FGIC Insured)

5,000

5,424

California Statewide Cmntys. Dev. Auth. Rev.:

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

1,300

1,297

(Kaiser Permanente Health Sys. Proj.):

Series 2001 A, 2.55%, tender 1/4/07 (d)

1,600

1,600

Series 2004 G, 2.3%, tender 5/1/07 (d)

4,000

3,976

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

2,290

2,492

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

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

1,900

1,953

0% 1/15/27 (a)

1,000

919

5% 1/15/16 (MBIA Insured)

1,000

1,049

5.75% 1/15/40

1,600

1,663

Golden State Tobacco Securitization Corp.:

Series 2003 A1, 6.75% 6/1/39

2,000

2,291

Series 2003 B, 5.75% 6/1/23 (Pre-Refunded to 6/1/08 @ 100) (f)

1,300

1,338

Series B, 5.5% 6/1/43 (Pre-Refunded to 6/1/13 @ 100) (f)

3,000

3,302

Los Angeles Cmnty. Redev. Agcy. Lease Rev. (Vermont Manchester Social Services Proj.) 5% 9/1/18 (AMBAC Insured)

1,425

1,536

Los Angeles Dept. Arpt. Rev. Series A, 5.25% 5/15/19 (FGIC Insured)

2,500

2,677

Los Angeles Reg'l. Arpt. Impt. Rev.:

(LAX Fuel Corp. Proj.):

5% 1/1/10 (FSA Insured) (e)

1,660

1,702

5% 1/1/11 (FSA Insured) (e)

1,740

1,801

5% 1/1/12 (FSA Insured) (e)

1,835

1,912

5% 1/1/08 (FSA Insured) (e)

1,510

1,529

Los Angeles Unified School District Series F, 5% 7/1/15 (FSA Insured)

4,000

4,307

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

2,680

2,990

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

North City West School Facilities Fing. Auth. Spl. Tax Subseries C, 5% 9/1/12 (AMBAC Insured)

$ 2,140

$ 2,285

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

2,000

2,167

San Diego County Ctfs. of Prtn.:

5% 10/1/08

1,470

1,501

5.25% 10/1/10

1,620

1,699

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

1,340

1,413

San Joaquin Hills Trans. Corridor Agcy. Toll Road Rev. Series A, 0% 1/15/12 (MBIA Insured)

3,620

2,994

Union Elementary School District Series A, 0% 9/1/20 (FGIC Insured)

1,310

736

Univ. of California Revs. Series K:

5% 5/15/14 (MBIA Insured) (c)

3,000

3,229

5% 5/15/16 (MBIA Insured) (c)

6,880

7,453

307,925

Colorado - 1.4%

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

5,000

4,028

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

2,575

2,800

Colorado Ctfs. of Prtn. (UCDHSC Fitzsimons Academic Proj.) Series B, 5% 11/1/17 (MBIA Insured)

1,000

1,080

Colorado Health Facilities Auth. Rev.:

(Adventist Health Sys. - Sunbelt Proj.):

Series E:

5% 11/15/12

2,190

2,305

5% 11/15/14

1,165

1,240

Series F:

5% 11/15/13

1,285

1,361

5% 11/15/14

1,355

1,443

(Longmont Hosp. Proj.) Series B, 5.25% 12/1/16 (Radian Asset Assurance Ltd. Insured)

1,990

2,188

Series 2001, 6.625% 11/15/26 (Pre-Refunded to 11/15/11 @ 101) (f)

2,550

2,903

Dawson Ridge Metropolitan District #1 Series 1992 A, 0% 10/1/17 (Escrowed to Maturity) (f)

3,475

2,217

Douglas and Elbert Counties School District #RE1:

5.75% 12/15/20 (FGIC Insured)

1,000

1,134

5.75% 12/15/22 (FGIC Insured)

1,000

1,131

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Colorado - continued

E-470 Pub. Hwy. Auth. Rev.:

Series 2000 A, 5.75% 9/1/29 (Pre-Refunded to 9/1/10 @ 102) (f)

$ 3,200

$ 3,488

Series B, 0% 9/1/15 (MBIA Insured)

1,400

984

28,302

District Of Columbia - 0.9%

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

2,117

District of Columbia Gen. Oblig.:

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

2,260

2,375

Series A:

5.25% 6/1/10 (FSA Insured)

1,000

1,049

5.25% 6/1/10 (MBIA Insured)

1,980

2,041

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

3,400

2,736

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

1,300

1,376

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

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

3,475

3,597

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

2,780

2,876

18,167

Florida - 4.9%

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

555

575

Broward County School Board Ctfs. of Prtn. 5.25% 7/1/20 (MBIA Insured)

1,000

1,072

Clay County School Board Ctfs. of Prtn. Series B, 5% 7/1/16 (MBIA Insured)

1,385

1,487

Flagler County School Board Ctfs. Series A, 5% 8/1/16 (FSA Insured)

2,105

2,260

Florida Correctional Privatization Communications Ctfs. of Prtn. Series A, 5% 8/1/15 (AMBAC Insured)

2,690

2,890

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

3,465

3,720

Florida Gen. Oblig. (Dept. of Trans. Right of Way Proj.) Series A, 5% 7/1/33

700

740

Highlands County Health Facilities Auth. Rev.:

(Adventist Health Sys. - Sunbelt Proj.) Series 06G, 5% 11/15/12

1,000

1,053

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Florida - continued

Highlands County Health Facilities Auth. Rev.: - continued

(Adventist Health Sys. Proj.) Series 06G, 5% 11/15/13

$ 1,600

$ 1,696

(Adventist Health Sys./Sunbelt Obligated Group Proj.):

Series B, 5% 11/15/17

1,200

1,269

3.95%, tender 9/1/12 (d)

7,550

7,523

5%, tender 11/16/09 (d)

5,000

5,144

5.25% 11/15/11 (Pre-Refunded to 11/15/08 @ 101) (f)

3,735

3,879

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

18,000

17,978

Lakeland Hosp. Sys. Rev. (Reg'l. Health Systems Proj.):

5% 11/15/12

1,340

1,412

5% 11/15/14

2,485

2,649

Lee County Solid Waste Sys. Rev. 5.25% 10/1/09 (MBIA Insured) (e)

1,000

1,033

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

1,495

1,613

Miami-Dade County School Board Ctfs. of Prtn.:

Series A:

5% 8/1/14 (AMBAC Insured) (c)

2,700

2,856

5% 8/1/15 (AMBAC Insured) (c)

5,990

6,361

5%, tender 5/1/11 (MBIA Insured) (d)

1,400

1,464

Orange County School Board Ctfs. of Prtn. Series A:

0% 8/1/13 (MBIA Insured)

2,365

1,832

5.375% 8/1/22 (Pre-Refunded to 8/1/07 @ 101) (f)

4,530

4,623

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

3,535

3,781

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

2,000

2,104

Reedy Creek Impt. District Utils. Rev. Series 2, 5.25% 10/1/12 (MBIA Insured)

15,125

16,343

Saint Lucie County School Board Ctfs. of Prtn. 5% 7/1/17 (FSA Insured)

1,410

1,509

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

1,020

1,083

Volusia County School Board Ctfs. of Prtn. (School Board of Volusia County Master Lease Prog.) 5% 8/1/08 (FSA Insured)

1,700

1,733

101,682

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Georgia - 1.2%

Atlanta Arpt. Rev.:

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

$ 1,620

$ 1,676

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

4,000

4,269

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

1,200

1,284

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

3,570

3,877

Fulton DeKalb Hosp. Auth. Hosp. Rev. 5% 1/1/10 (FSA Insured)

3,370

3,492

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

2,880

3,091

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

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

4,025

4,689

Series 2005 V:

6.6% 1/1/18 (f)

35

42

6.6% 1/1/18 (MBIA Insured)

1,550

1,826

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

1,645

875

25,121

Hawaii - 0.2%

Hawaii Arpt. Sys. Rev. Series 2000 B, 8% 7/1/10 (FGIC Insured) (e)

3,700

4,187

Illinois - 9.8%

Chicago Board of Ed.:

(Westinghouse High School Proj.) Series C:

5.25% 12/1/15 (MBIA Insured)

2,150

2,382

5.5% 12/1/23 (MBIA Insured)

1,000

1,116

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

1,150

804

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

1,000

668

Chicago Gen. Oblig.:

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

4,100

2,836

(Neighborhoods Alive Proj.) 5% 1/1/33 (AMBAC Insured)

1,600

1,676

Series 2004 A, 5.25% 1/1/29 (FSA Insured)

1,100

1,179

Series A:

5% 1/1/34 (FSA Insured)

4,900

5,144

5.25% 1/1/22 (MBIA Insured)

1,000

1,071

5.25% 1/1/33 (MBIA Insured)

2,930

3,082

5.25% 1/1/33 (Pre-Refunded to 1/1/11 @ 101) (f)

70

75

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

1,350

1,462

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

1,600

1,679

Chicago Midway Arpt. Rev. Series B:

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

2,000

2,024

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

2,740

2,773

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

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

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

$ 10,000

$ 10,543

Series A:

5% 1/1/12 (MBIA Insured)

1,100

1,163

5.5% 1/1/10 (AMBAC Insured) (e)

1,350

1,411

6.25% 1/1/08 (AMBAC Insured) (e)

8,815

9,008

5.5% 1/1/09 (AMBAC Insured) (e)

4,400

4,540

Chicago Park District Series A:

5.25% 1/1/21 (FGIC Insured)

1,765

1,898

5.5% 1/1/18 (FGIC Insured)

370

393

Chicago Sales Tax Rev. 5.5% 1/1/12 (FGIC Insured)

2,200

2,379

Chicago Spl. Trans. Rev.:

Series 2001, 5.5% 1/1/17 (Escrowed to Maturity) (f)

1,000

1,064

5.5% 1/1/12 (Escrowed to Maturity) (f)

1,470

1,578

Cook County Cmnty. Consolidated School District #21, Wheeling:

0% 12/1/13 (Escrowed to Maturity) (f)

2,500

1,905

0% 12/1/18 (Escrowed to Maturity) (f)

3,900

2,383

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

3,275

2,822

Cook County Gen. Oblig. Series B, 5.25% 11/15/28 (MBIA Insured)

600

650

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

4,275

3,545

DuPage County Forest Preserve District Rev.:

0% 11/1/09

4,000

3,591

0% 11/1/17

2,700

1,724

Granite City Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 3.85%, tender 5/1/08 (d)(e)

2,200

2,180

Grundy, Kendall & Will County Cmnty. High School District #111 Gen. Oblig. 5.5% 5/1/13 (FGIC Insured)

1,000

1,099

Hodgkins Tax Increment Rev. 5% 1/1/12

1,095

1,139

Illinois Dedicated Tax Rev. Series B, 0% 12/15/18 (AMBAC Insured)

1,800

1,093

Illinois Dev. Fin. Auth. Rev. (DePaul Univ. Proj.) Series 2004 C, 5.625% 10/1/15

1,505

1,671

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

2,500

2,502

Illinois Edl. Facilities Auth. Revs.:

(Northwestern Univ. Proj.) 5% 12/1/38

2,600

2,714

(Univ. of Chicago Proj.):

Series 2004 B1, 3.45%, tender 7/1/08 (d)

5,600

5,579

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

Illinois Edl. Facilities Auth. Revs.: - continued

(Univ. of Chicago Proj.):

Series A, 5.25% 7/1/41 (Pre-Refunded to 7/1/11 @ 101) (f)

$ 2,490

$ 2,666

Series B:

3.1%, tender 7/1/07 (d)(f)

5

5

3.1%, tender 7/1/07 (d)

3,595

3,585

Illinois Fin. Auth. Gas Supply Rev. (Peoples Gas Lt. and Coke Co. Proj.) Series A, 4.3%, tender 6/1/16 (AMBAC Insured) (d)

1,400

1,435

Illinois Fin. Auth. Rev. (DePaul Univ. Proj.):

5% 10/1/09

1,000

1,027

5% 10/1/10

1,235

1,280

5% 10/1/18 (XL Cap. Assurance, Inc. Insured)

2,815

3,006

Illinois Gen. Oblig.:

First Series:

5.25% 12/1/17 (FSA Insured)

1,000

1,078

5.375% 7/1/15 (MBIA Insured)

1,300

1,409

5.5% 8/1/10

1,400

1,483

5.5% 4/1/16 (FSA Insured)

1,000

1,084

5.5% 2/1/18 (FGIC Insured)

1,000

1,080

5.5% 8/1/19 (MBIA Insured)

1,250

1,358

5.5% 4/1/17 (MBIA Insured)

2,600

2,737

5.6% 4/1/21 (MBIA Insured)

2,800

2,949

Illinois Health Facilities Auth. Rev.:

(Condell Med. Ctr. Proj.):

5% 5/15/09

1,040

1,057

7% 5/15/22

5,000

5,457

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

2,600

2,765

(Riverside Health Sys. Proj.) 6.8% 11/15/20 (Pre-Refunded to 11/15/10 @ 101) (f)

2,755

3,081

Illinois Sales Tax Rev.:

Series W, 5% 6/15/13

3,430

3,467

6% 6/15/20

1,600

1,710

Illinois Toll Hwy. Auth. Toll Hwy. Rev. Series 2006 A2, 5% 1/1/31 (FSA Insured)

7,600

8,078

Kane & DeKalb Counties Cmnty. Unit School District #302 5.8% 2/1/22 (FGIC Insured)

1,500

1,680

Kane, McHenry, Cook & DeKalb Counties Cmnty. Unit School District #300, Carpentersville 0% 12/1/18 (AMBAC Insured)

4,555

2,770

Lake County Cmnty. High School District #117, Antioch Series B, 0% 12/1/20 (FGIC Insured)

5,300

2,929

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

Lake County Cmnty. Unit School District #60 Waukegan:

Series C:

0% 12/1/13 (FSA Insured)

$ 5,590

$ 4,269

0% 12/1/14 (FSA Insured)

5,180

3,781

0% 12/1/15 (FSA Insured)

3,810

2,663

Series D:

0% 12/1/09 (FSA Insured)

3,480

3,115

0% 12/1/10 (FSA Insured)

3,380

2,912

Lake County Warren Township High School District #121, Gurnee Series C, 5.75% 3/1/20 (AMBAC Insured)

2,370

2,690

Metropolitan Pier & Exposition Auth. Dedicated State Tax Rev.:

(McCormick Place Expansion Proj.):

Series 2002 A, 5.75% 6/15/41 (MBIA Insured)

7,100

7,800

Series A:

0% 6/15/11 (Escrowed to Maturity) (f)

7,780

6,558

0% 6/15/16 (FGIC Insured)

2,050

1,396

0% 6/15/17 (FGIC Insured)

3,240

2,107

0% 6/15/20 (FGIC Insured)

1,400

789

Series 2002 A, 0% 6/15/14 (FGIC Insured)

4,135

3,074

Series A, 5% 12/15/28 (MBIA Insured)

1,000

1,048

Univ. of Illinois Auxiliary Facilities Sys. Rev. (UIC South Campus Dev. Proj.) 5.75% 1/15/19 (Pre-Refunded to 1/15/10 @ 100) (f)

1,000

1,059

Univ. of Illinois Ctfs. of Prtn. (Util. Infrastructure Proj.) 5% 8/15/11 (AMBAC Insured)

1,300

1,369

Will County Cmnty. Unit School District #365, Valley View 0% 11/1/17 (FSA Insured)

1,300

832

Will County Forest Preservation District Series B, 0% 12/1/14 (FGIC Insured)

1,000

730

201,913

Indiana - 4.5%

Avon 2000 Cmnty. School Bldg. Corp. 5% 1/15/18 (FSA Insured)

1,475

1,590

Carmel High School Bldg. Corp.:

5% 7/10/13 (FSA Insured)

1,145

1,228

5% 1/10/14 (FSA Insured)

1,180

1,271

5% 7/10/14 (FSA Insured)

1,215

1,313

Clark-Pleasant 2004 School Bldg. Corp. 5.25% 7/15/21 (FSA Insured)

1,405

1,521

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Indiana - continued

Columbus Repair and Renovation School Bldg. Corp.:

5% 7/15/16 (MBIA Insured)

$ 1,640

$ 1,778

5% 7/15/17 (MBIA Insured)

1,720

1,859

Crown Point Multi-School Bldg. Corp. (Crown Point Cmnty. School Corp. Proj.) 0% 1/15/18 (MBIA Insured)

6,850

4,294

East Allen Woodlan School Bldg. Corp.:

5% 1/15/11 (MBIA Insured)

1,030

1,080

5% 1/15/12 (MBIA Insured)

1,295

1,372

Franklin Township Independent School Bldg. Corp., Marion County 5% 7/15/15 (MBIA Insured)

1,700

1,849

GCS School Bldg. Corp. One:

5% 7/15/16 (FSA Insured)

1,170

1,260

5.5% 7/15/12 (FSA Insured)

1,280

1,395

Goshen Multi-School Bldg. Corp. 5% 1/15/13 (MBIA Insured)

1,755

1,876

Hamilton Heights School Bldg. Corp.:

5.25% 7/15/15 (FSA Insured)

1,010

1,113

5.25% 7/15/16 (FSA Insured)

2,095

2,322

Hobart Bldg. Corp. 6.5% 1/15/29 (FGIC Insured)

7,680

9,597

Indiana Dev. Fin. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 4.7%, tender 10/1/15 (d)(e)

1,250

1,275

Indiana Muni. Pwr. Agcy. Pwr. Supply Sys. Rev. Series A, 5% 1/1/32 (FGIC Insured)

1,150

1,214

Indiana Trans. Fin. Auth. Hwy.:

Series 1993 A:

0% 12/1/17 (AMBAC Insured)

1,470

935

0% 6/1/18 (AMBAC Insured)

1,740

1,081

Series A, 0% 6/1/17 (AMBAC Insured)

3,000

1,950

Indianapolis Local Pub. Impt. Bond Bank (Indianapolis Arpt. Auth. Proj.):

Series 2006 F, 5.25% 1/1/13 (AMBAC Insured) (e)

1,110

1,188

Series I:

5% 1/1/09 (MBIA Insured) (e)

1,600

1,636

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

3,545

3,681

Indianapolis Resource Recovery Rev. (Ogden Martin Sys., Inc. Proj.) 6.75% 12/1/07 (AMBAC Insured)

3,000

3,068

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

5,000

5,419

Lawrenceburg School Bldg. Corp. 5.5% 7/15/17 (FGIC Insured)

1,090

1,190

Michigan City School Bldg. Corp. 5% 1/1/12 (MBIA Insured)

2,210

2,331

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Indiana - continued

Perry Township Multi-School Bldg. Corp. 5.25% 1/10/14 (FSA Insured)

$ 2,075

$ 2,253

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

9,000

9,619

Portage Township Multi-School Bldg. Corp.:

5.25% 7/15/19 (MBIA Insured)

1,530

1,669

5.25% 7/15/27 (MBIA Insured)

1,310

1,416

Rockport Poll. Cont. Rev.:

(AEP Generating Co. Proj.) Series 1995 A, 4.15%, tender 7/15/11 (AMBAC Insured) (d)

2,000

2,035

4.9%, tender 6/1/07 (d)

5,005

5,022

South Harrison School Bldg. Corp. Series A, 5.5% 7/15/20 (FSA Insured)

2,550

2,846

Southmont School Bldg. Corp.:

5% 1/15/14 (FGIC Insured)

1,690

1,807

5% 7/15/17 (FGIC Insured)

2,000

2,119

Wawasee Cmnty. School Corp. New Elementary and Remodeling Bldg. Corp. 5% 7/15/15 (FSA Insured)

1,455

1,582

Westfield Washington Multi-School Bldg. Corp. Series A, 5% 1/15/12 (FSA Insured)

1,005

1,065

93,119

Iowa - 0.2%

Tobacco Settlement Auth. Tobacco Settlement Rev. 5.3% 6/1/25 (Pre-Refunded to 6/1/11 @ 101) (f)

3,000

3,176

Kansas - 0.5%

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

2,800

2,819

Kansas Dev. Fin. Auth. Rev.:

(Sisters of Charity of Leavenworth Health Svcs. Corp. Proj.):

5.25% 12/1/10 (MBIA Insured)

2,230

2,298

5.25% 12/1/11 (MBIA Insured)

1,805

1,860

Series II, 5.5% 11/1/19

1,000

1,094

5.5% 11/1/20

1,000

1,095

Topeka Combined Util. Impt. Rev. Series 2005 A, 6% 8/1/23 (XL Cap. Assurance, Inc. Insured)

1,430

1,672

10,838

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) (e)

$ 1,645

$ 1,699

Louisville & Jefferson County Reg'l. Arpt. Auth. Arpt. Sys. Rev. Series C, 5.5% 7/1/12 (FSA Insured) (e)

2,250

2,423

4,122

Louisiana - 0.8%

Caddo Parish School District Series A:

5.25% 3/1/15 (FSA Insured)

1,070

1,178

5.25% 3/1/16 (FSA Insured)

1,290

1,429

East Baton Rouge Parish Pub. Impt. Sales Tax Rev. Series B, 5% 2/1/12 (AMBAC Insured)

1,000

1,059

Ernest N. Morial-New Orleans Exhibit Hall Auth. Spl. Tax Series A, 5.25% 7/15/11 (AMBAC Insured)

2,700

2,873

Louisiana Offshore Term. Auth. Deepwater Port Rev. (LOOP LLC Proj.) Series 2003 D, 4%, tender 9/1/08 (d)

3,300

3,310

Louisiana State Citizens Property Ins. Corp. Assessment Rev. Series B, 5.25% 6/1/14 (AMBAC Insured)

5,000

5,471

New Orleans Gen. Oblig. 0% 9/1/13 (AMBAC Insured)

1,400

1,062

16,382

Maine - 0.1%

Maine Tpk. Auth. Tpk. Rev. Series 2000, 5.75% 7/1/28 (Pre-Refunded to 7/1/10 @ 101) (f)

1,810

1,948

Maryland - 0.2%

Maryland Health & Higher Edl. Facilities Auth. Rev. (Johns Hopkins Health Sys. Proj.) Series B, 5% 5/15/35

1,300

1,375

Univ. of Maryland Sys. Auxiliary Facility & Tuition Rev. Series A, 5.125% 4/1/23

3,000

3,178

4,553

Massachusetts - 3.0%

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

260

277

Massachusetts Dept. of Agricultural Resources Higher Ed. Rev. Series A:

5% 1/1/12

715

753

5% 1/1/13

750

796

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

6.375% 8/1/14

1,315

1,427

6.375% 8/1/15

2,460

2,670

6.375% 8/1/16

2,570

2,791

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Massachusetts - continued

Massachusetts Dev. Fin. Agcy. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 5.5%, tender 5/1/14 (d)(e)

$ 3,000

$ 3,205

Massachusetts Fed. Hwy. Series 2000 A:

5.75% 6/15/11

4,000

4,291

5.75% 6/15/13

3,000

3,227

Massachusetts Gen. Oblig.:

Series 6D, 5% 8/1/22

700

755

Series C, 5.25% 11/1/30 (Pre-Refunded to 11/1/12 @ 100) (f)

2,000

2,157

Series D:

5% 10/1/23 (Pre-Refunded to 10/1/13 @ 100) (f)

1,800

1,931

5.25% 10/1/20 (Pre-Refunded to 10/1/13 @ 100) (f)

5,900

6,415

Series E:

5% 11/1/23 (AMBAC Insured)

16,600

17,881

5% 11/1/24 (AMBAC Insured)

1,900

2,047

Massachusetts Port Auth. Spl. Facilities Rev. (Delta Air Lines, Inc. Proj.) Series A:

5.5% 1/1/12 (AMBAC Insured) (e)

1,000

1,057

5.5% 1/1/14 (AMBAC Insured) (e)

1,000

1,055

5.5% 1/1/17 (AMBAC Insured) (e)

4,040

4,247

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

3,950

4,145

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

25

26

61,153

Michigan - 3.3%

Clarkston Cmnty. Schools 5.375% 5/1/22 (Pre-Refunded to 5/1/13 @ 100) (f)

1,000

1,094

Detroit City School District Series A, 5.5% 5/1/11 (FSA Insured)

3,355

3,598

Detroit Convention Facilities Rev. (Cobo Hall Expansion Proj.):

5% 9/30/11 (MBIA Insured)

2,000

2,115

5% 9/30/12 (MBIA Insured)

1,500

1,602

Detroit Gen. Oblig.:

Series A, 5% 4/1/08 (FSA Insured)

6,600

6,703

Series B1, 5% 4/1/13 (AMBAC Insured)

2,305

2,449

Detroit Swr. Disp. Rev.:

Series 2001 D1, 5.5%, tender 7/1/08 (MBIA Insured) (d)

10,000

10,241

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Michigan - continued

Detroit Swr. Disp. Rev.: - continued

4.191% 7/1/32 (FSA Insured) (d)

$ 5,800

$ 5,809

Detroit Wtr. Supply Sys. Rev. 5.25% 7/1/14 (MBIA Insured)

2,600

2,846

Livonia Pub. School District Series II, 0% 5/1/21 (FGIC Insured) (Pre-Refunded to 5/1/07 @ 39.31) (f)

7,800

3,032

Michigan Ctfs. of Prtn. 5.75% 6/1/17 (Pre-Refunded to 6/1/10 @ 100) (f)

1,000

1,067

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

8,915

9,114

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

(Crittenton Hosp. Proj.) Series A:

5.5% 3/1/16

1,000

1,073

5.5% 3/1/17

1,885

2,023

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

8,000

8,193

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

1,195

1,210

(Oakwood Obligated Group Proj.) 5.5% 11/1/11

1,915

2,043

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

1,500

1,584

Southfield Pub. Schools Series A, 5.25% 5/1/16 (Liquidity Facility Sumitomo Bank Lease Fin., Inc. (SBLF))

1,025

1,112

66,908

Minnesota - 0.6%

Minneapolis & Saint Paul Hsg. & Redev. Auth. Health Care Sys. Rev. (Health Partners Oblig. Group Proj.):

5.25% 12/1/09

1,250

1,292

5.625% 12/1/22

575

621

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

2,445

2,539

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

5,910

6,099

Saint Paul Hsg. & Redev. Auth. Health Care Facilities Rev. (Healthpartners Oblig. Group Proj.):

5% 5/15/12

400

417

5% 5/15/13

395

414

5% 5/15/14

250

263

Saint Paul Port Auth. Lease Rev. (HealthEast Midway Campus Proj.) Series 2003 A, 5.25% 5/1/15

1,500

1,528

13,173

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Mississippi - 0.3%

Mississippi Bus. Fin. Corp. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 4.4%, tender 3/1/11 (d)(e)

$ 1,275

$ 1,279

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

3,800

3,953

Mississippi Hosp. Equip. & Facilities Auth. (South Central Reg'l. Med. Ctr. Proj.) 5% 12/1/11

1,305

1,357

6,589

Missouri - 1.1%

Bi-State Dev. Agcy. Rev. 3.95%, tender 10/1/09, LOC JPMorgan Chase Bank (d)

8,400

8,452

Fenton Tax Increment Rev. (Gravois Bluffs Redev. Proj.) 5% 4/1/13

1,000

1,045

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) (f)

1,000

1,094

5% 9/1/16 (FSA Insured)

2,030

2,182

Missouri Dev. Fin. Board Infrastructure Facilities Rev. (City of Branson-Branson Landing Proj.) Series 2005 A, 6% 6/1/20

1,000

1,159

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

2,475

Missouri Highways & Trans. Commission State Road Rev. Series 2001 A, 5.625% 2/1/13 (Pre-Refunded to 2/1/11 @ 100) (f)

2,370

2,548

Saint Louis Muni. Fin. Corp. Leasehold Rev.:

(Civil Courts Bldg. Proj.) Series 2003 A, 5% 8/1/10 (FSA Insured)

2,010

2,097

(Convention Ctr. Proj.) 5.25% 7/15/13 (AMBAC Insured)

1,880

2,041

23,093

Montana - 0.2%

Forsyth Poll. Cont. Rev. (Portland Gen. Elec. Co. Proj.) Series A, 5.2%, tender 5/1/09 (d)

4,200

4,290

Nevada - 0.4%

Clark County Arpt. Rev. Series C:

5.375% 7/1/18 (AMBAC Insured) (e)

1,500

1,605

5.375% 7/1/20 (AMBAC Insured) (e)

1,100

1,172

Clark County School District Series C, 5.375% 6/15/15 (Pre-Refunded to 6/15/12 @ 100) (f)

1,000

1,085

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nevada - continued

Las Vegas Valley Wtr. District Series B, 5.25% 6/1/17 (MBIA Insured)

$ 2,300

$ 2,474

Washoe County Gen. Oblig. Series 2000 B, 0% 7/1/16 (FSA Insured)

4,140

2,801

9,137

New Hampshire - 0.3%

Manchester School Facilities Rev. 5.5% 6/1/20 (Pre-Refunded to 6/1/13 @ 100) (f)

1,150

1,269

New Hampshire Bus. Fin. Auth. Poll. Cont. Rev.:

(United Illumination Co.) Series A, 3.65%, tender 2/1/10 (AMBAC Insured) (d)(e)

2,400

2,362

3.5%, tender 2/1/09 (d)(e)

2,600

2,570

6,201

New Jersey - 2.7%

Camden County Impt. Auth. Rev. (Cooper Health Sys. Obligated Group Proj.) Series B, 5.25% 2/15/10

1,925

1,982

Elizabeth Gen. Oblig. 5.25% 8/15/09 (MBIA Insured)

1,200

1,248

New Jersey Econ. Dev. Auth. Rev. Series 2005 O:

5.125% 3/1/28

2,000

2,138

5.25% 3/1/15

3,000

3,283

5.25% 3/1/21 (MBIA Insured)

1,200

1,307

5.25% 3/1/23

1,500

1,624

5.25% 3/1/25

4,200

4,538

5.25% 3/1/26

4,700

5,078

New Jersey Tpk. Auth. Tpk. Rev. Series A, 5% 1/1/25 (FSA Insured)

2,610

2,783

New Jersey Trans. Trust Fund Auth. Series B, 5.25% 12/15/16 (MBIA Insured)

5,000

5,553

Tobacco Settlement Fing. Corp.:

4.375% 6/1/19

4,825

4,826

5.75% 6/1/32

4,790

5,130

6.125% 6/1/24

6,400

6,924

6.375% 6/1/32

2,755

3,090

6.75% 6/1/39

3,735

4,267

Union County Impt. Auth. (Juvenile Detention Ctr. Facility Proj.) 5.5% 5/1/28 (FGIC Insured)

2,000

2,224

55,995

New Mexico - 0.4%

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

1,400

1,419

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New Mexico - continued

Farmington Poll. Cont. Rev. Series B, 3.55%, tender 4/1/10 (FGIC Insured) (d)

$ 2,410

$ 2,391

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

2,000

2,042

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

2,075

2,189

8,041

New York - 12.5%

Erie County Indl. Dev. Agcy. School Facility Rev. (Buffalo City School District Proj.):

Series 2003:

5.75% 5/1/16 (FSA Insured)

4,740

5,272

5.75% 5/1/22 (FSA Insured)

2,240

2,445

Series 2004:

5.75% 5/1/17 (FSA Insured)

2,895

3,273

5.75% 5/1/25 (FSA Insured)

1,715

1,922

5.75% 5/1/19 (FSA Insured)

5,590

6,311

5.75% 5/1/22 (FSA Insured)

8,525

9,590

Long Island Pwr. Auth. N.Y. Elec. Sys. Rev. Series B:

5% 6/1/10

2,600

2,705

5% 6/1/11

1,075

1,130

Metropolitan Trans. Auth. Rev.:

Series 2005 C:

5% 11/15/16

1,000

1,087

5.25% 11/15/14

1,000

1,094

Series F, 5.25% 11/15/27 (Pre-Refunded to 11/15/12 @ 100) (f)

1,400

1,522

Metropolitan Trans. Auth. Svc. Contract Rev.:

Series 7, 5.625% 7/1/16 (Escrowed to Maturity) (f)

2,495

2,611

Series A, 5.5% 1/1/20 (MBIA Insured)

1,600

1,743

Series B, 5.5% 7/1/19 (MBIA Insured)

1,000

1,090

New York City Gen. Oblig.:

Series 1997 H, 6% 8/1/12 (FGIC Insured)

1,700

1,895

Series 2000 A, 6.5% 5/15/11

365

400

Series 2002 C, 5.5% 8/1/13

2,000

2,183

Series 2003 I, 5.75% 3/1/16 (Pre-Refunded to 3/1/13 @ 100) (f)

2,100

2,345

Series 2005 G, 5% 8/1/14

6,500

6,987

Series 2005 J, 5% 3/1/12

3,020

3,194

Series 2005 K, 5% 8/1/11

6,000

6,312

Series A, 5.25% 11/1/14 (MBIA Insured)

600

647

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New York - continued

New York City Gen. Oblig.: - continued

Series G, 5.25% 8/1/14 (AMBAC Insured)

$ 1,000

$ 1,068

Series J, 5.5% 6/1/19

2,900

3,166

Subseries 2005 F1, 5.25% 9/1/14

3,600

3,931

New York City Indl. Dev. Agcy. Spl. Facilities Rev. (Terminal One Group Assoc. Proj.) 5% 1/1/07 (e)

1,810

1,810

New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev. Series D, 5% 6/15/39

1,600

1,687

New York State Dorm. Auth. Revs.:

(City Univ. Sys. Consolidation Proj.):

Series A:

5.75% 7/1/13

3,400

3,687

5.75% 7/1/13 (AMBAC Insured)

1,100

1,196

Series C, 7.5% 7/1/10

4,210

4,486

(Long Island Jewish Med. Ctr. Proj.) 5.25% 7/1/11 (MBIA Insured)

1,200

1,240

(Mental Health Svcs. Proj.) Series D, 5% 2/15/12 (FGIC Insured)

9,000

9,536

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

320

321

(State Univ. Edl. Facilities Proj.) Series A, 5.25% 5/15/15 (MBIA Insured)

5,500

5,999

Series 2003 A, 5% 3/15/09

3,000

3,092

New York State Envir. Facilities Corp. Clean Wtr. & Drinking Wtr. Rev. Series F:

4.875% 6/15/18

1,100

1,128

4.875% 6/15/20

2,200

2,254

5% 6/15/15

775

797

New York State Thruway Auth. Gen. Rev.:

Series 2005 G, 5.25% 1/1/27 (FSA Insured)

5,000

5,476

Series G, 5% 1/1/32 (FSA Insured)

1,300

1,381

New York State Urban Dev. Corp. Rev. (Correctional Cap. Facilities Proj.) Series A, 5.25% 1/1/14 (FSA Insured)

1,685

1,803

New York Transitional Fin. Auth. Rev.:

Series A:

5.5% 11/1/26 (b)

4,490

4,821

5.75% 2/15/16

30

32

6% 11/1/28 (b)

40,925

44,822

Series B, 5.25% 2/1/29 (b)

3,800

4,005

Tobacco Settlement Asset Securitization Corp. Series 1, 5.5% 7/15/24 (Pre-Refunded to 7/15/12 @ 100) (f)

7,875

8,382

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New York - continued

Tobacco Settlement Fing. Corp.:

Series 2004 B1, 5% 6/1/09 (FGIC Insured)

$ 3,745

$ 3,860

Series A1:

5% 6/1/11

1,540

1,542

5.25% 6/1/21 (AMBAC Insured)

2,200

2,364

5.25% 6/1/22 (AMBAC Insured)

3,450

3,708

5.5% 6/1/14

3,200

3,332

5.5% 6/1/15

9,900

10,456

5.5% 6/1/16

16,800

17,721

5.5% 6/1/17

1,900

2,028

Series C1:

5.5% 6/1/14

3,900

4,061

5.5% 6/1/15

4,900

5,175

5.5% 6/1/16

1,600

1,711

5.5% 6/1/17

4,950

5,284

5.5% 6/1/18

5,165

5,575

5.5% 6/1/19

4,700

5,123

5.5% 6/1/20

800

871

5.5% 6/1/22

600

652

Triborough Bridge & Tunnel Auth. Revs. Series 2005 A, 5.125% 1/1/22

2,000

2,115

257,456

New York & New Jersey - 0.7%

Port Auth. of New York & New Jersey:

120th Series, 5.75% 10/15/13 (MBIA Insured) (e)

7,220

7,393

124th Series, 5% 8/1/13 (FGIC Insured) (e)

1,215

1,245

Port Auth. of New York & New Jersey Spl. Oblig. Rev. (JFK Int'l. Air Term. Spl. Proj.) Series 6, 6.25% 12/1/13 (MBIA Insured) (e)

4,100

4,654

13,292

North Carolina - 1.1%

Dare County Ctfs. of Prtn.:

5.25% 6/1/16 (AMBAC Insured)

1,580

1,718

5.25% 6/1/20 (AMBAC Insured)

1,520

1,645

North Carolina Ctfs. of Prtn. (Repair and Renovation Proj.) Series B, 5.25% 6/1/17

1,400

1,524

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

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

900

930

Series A:

5.5% 1/1/11

1,590

1,675

5.75% 1/1/26

1,000

1,054

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

North Carolina - continued

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

Series B, 6.125% 1/1/09

$ 2,220

$ 2,313

Series C:

5.25% 1/1/10

2,630

2,723

5.5% 1/1/07

1,000

1,000

Series D:

5.375% 1/1/10

3,360

3,491

6% 1/1/09

2,430

2,474

North Carolina Infrastructure Fin. Corp. Ctfs. of Prtn. (North Carolina Correctional Facilities Proj.) Series A, 5% 2/1/17

2,500

2,661

23,208

North Dakota - 0.3%

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

3,685

3,996

Ward County Health Care Facility Rev. (Trinity Med. Ctr. Proj.):

5% 7/1/12

1,000

1,043

5% 7/1/14

1,000

1,053

6,092

Ohio - 0.6%

Akron Bath Copley Hosp. District Rev. (Akron Gen. Health Systems Proj.) Series A, 5% 1/1/12

1,690

1,759

Franklin County Hosp. Rev. 5.5% 5/1/21 (Pre-Refunded to 5/1/11 @ 101) (f)

2,000

2,165

Indian Hill Exempt Village School District Hamilton County 5.5% 12/1/16 (Pre-Refunded to 12/1/11 @ 100) (f)

1,060

1,148

Lake County Hosp. Impt. Facilities Rev. (Lake Hosp. Sys., Inc. Proj.) 6.875% 8/15/11 (Escrowed to Maturity) (f)

2,600

2,784

Ohio Air Quality Dev. Auth. Rev. Series 2002 A, 4.2%, tender 1/2/07 (d)

1,000

1,000

Ohio Gen. Oblig. Series 2003 D, 2.45%, tender 9/14/07 (d)

1,350

1,337

Olentangy Local School District:

5.5% 12/1/15 (FSA Insured)

25

27

5.5% 12/1/15 (Pre-Refunded to 6/1/12 @ 100) (f)

975

1,063

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Ohio - continued

Richland County Hosp. Facilities (MedCentral Health Sys. Proj.) Series B:

6.375% 11/15/22

$ 500

$ 544

6.375% 11/15/22 (Pre-Refunded to 11/15/10 @ 101) (f)

1,000

1,105

12,932

Oklahoma - 1.0%

Cherokee County Econ. Dev. Auth. Series A, 0% 11/1/11 (Escrowed to Maturity) (f)

1,000

827

Durant Cmnty. Facilities Auth. Sales Tax Rev. 5.5% 11/1/19 (XL Cap. Assurance, Inc. Insured)

1,050

1,160

Grand River Dam Auth. Rev. 6.25% 6/1/11 (AMBAC Insured)

3,360

3,703

Midwest City Muni. Auth. Cap. Impt. Rev. 5.5% 6/1/10 (Escrowed to Maturity) (f)

3,035

3,126

Oklahoma City Pub. Property Auth. Hotel Tax Rev.:

5.5% 10/1/19 (FGIC Insured)

2,165

2,423

5.5% 10/1/20 (FGIC Insured)

1,550

1,731

Tulsa County Indl. Auth. Cap. Impts. Rev. Series 2006 D, 5.25% 1/1/11 (FSA Insured)

5,465

5,773

Tulsa County Indl. Auth. Health Care Rev. (Saint Francis Health Sys. Proj.):

5% 12/15/13

1,000

1,063

5% 12/15/14

850

909

20,715

Oregon - 0.2%

Oregon Dept. Administrative Svcs. Ctfs. of Prtn. Series B, 5% 5/1/09 (FSA Insured)

720

742

Tri-County Metropolitan Trans. District Rev. Series A:

5.75% 8/1/14 (Pre-Refunded to 8/1/10 @ 100) (f)

1,520

1,625

5.75% 8/1/17 (Pre-Refunded to 8/1/10 @ 100) (f)

1,950

2,085

4,452

Pennsylvania - 2.8%

Allegheny County Arpt. Rev.:

(Pittsburg Int'l. Arpt. Proj.) Series 97A, 5.75% 1/1/13 (MBIA Insured) (e)

3,500

3,816

(Pittsburgh Int'l. Arpt. Proj.) Series A1, 5.75% 1/1/12 (MBIA Insured) (e)

1,210

1,306

Allegheny County Hosp. Dev. Auth. Rev. (UPMC Health Sys. Proj.) Series 1999 B, 4.55% 12/15/10 (AMBAC Insured)

1,330

1,353

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Pennsylvania - continued

Annville-Cleona School District 5.5% 3/1/23 (FSA Insured)

$ 1,300

$ 1,449

Canon McMillan School District Series 2001 B, 5.75% 12/1/33 (FGIC Insured)

1,400

1,494

Central Dauphin School District Gen. Oblig. 7% 2/1/27 (Pre-Refunded to 2/1/16 @ 100) (f)

1,000

1,248

Clarion County Indl. Dev. Auth. Wtr. Facilities Rev. (Pennsylvania-American Wtr. Co. Proj.) 3.6%, tender 12/1/09 (AMBAC Insured) (d)(e)

5,665

5,555

Delaware County Auth. Hosp. Rev.:

(Crozer Keystone Oblig. Group Proj.):

Series A:

5% 12/15/12

1,120

1,171

5% 12/15/13

1,155

1,214

Series B, 5% 12/15/13

3,115

3,273

(Crozer-Chester Med. Ctr. Proj.) 5.75% 12/15/13

1,165

1,265

Easton Area School District Series 2005, 7.5% 4/1/21 (FSA Insured)

2,000

2,563

Montgomery County Higher Ed. & Health Auth. Hosp. Rev. (Abington Memorial Hosp. Proj.) Series A, 6% 6/1/22 (AMBAC Insured)

3,930

4,761

Pennsylvania Econ. Dev. Fing. Auth. Exempt Facilities Rev.:

(Amtrak Proj.) Series 2001 A:

6.125% 11/1/21 (e)

1,300

1,398

6.5% 11/1/16 (e)

1,100

1,200

(Shippingport Proj.) Series A, 4.35%, tender 6/1/10 (d)(e)

2,300

2,301

Pennsylvania Higher Edl. Facilities Auth. Rev. (UPMC Health Sys. Proj.) Series 2001 A, 6% 1/15/22

4,000

4,376

Pennsylvania Tpk. Commission Tpk. Rev. Series S, 5.625% 6/1/12 (FGIC Insured)

2,500

2,723

Philadelphia Gas Works Rev. (1998 Gen. Ordinance Proj.) 4th Series, 5.25% 8/1/16 (FSA Insured)

2,355

2,543

Philadelphia Gen. Oblig. Series 2003 A, 5% 2/15/12 (XL Cap. Assurance, Inc. Insured)

1,000

1,056

Philadelphia Muni. Auth. Rev. Series B, 5.25% 11/15/11 (FSA Insured)

3,360

3,579

Philadelphia School District Series B, 5% 4/1/11 (AMBAC Insured)

2,100

2,204

Pittsburgh Gen. Oblig. Series B, 5.25% 9/1/15 (FSA Insured)

3,000

3,302

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Pennsylvania - continued

Pittsburgh School District Series A, 5% 9/1/09 (MBIA Insured)

$ 1,670

$ 1,716

West Allegheny School District Series B, 5.25% 2/1/13 (FGIC Insured)

1,345

1,457

58,323

Puerto Rico - 0.3%

Puerto Rico Govt. Dev. Bank 5% 12/1/10

6,000

6,237

Rhode Island - 0.1%

Rhode Island Health & Edl. Bldg. Corp. Rev. (Lifespan Corp. Proj.) Series A, 5% 5/15/14 (FSA Insured)

2,000

2,141

South Carolina - 1.2%

Charleston County Hosp. Facilities (Care Alliance Health Services Proj.) Series A, 5.25% 8/15/11

1,765

1,846

Columbia Gen. Oblig. Ctfs. Prtn. (Tourism Dev. Fee Pledge Proj.) Series 2003, 5.25% 6/1/18 (AMBAC Insured)

2,310

2,500

Greenville County Pub. Facilities Corp. Ctfs. of Prtn. (Courthouse and Detention Proj.) 5% 4/1/11 (AMBAC Insured)

1,565

1,646

Greenville County School District Installment Purp. Rev. 5% 12/1/10

1,700

1,775

Lexington One School Facilities Corp. Rev. (Lexington County School District No. 1 Proj.) 5% 12/1/10

680

709

Scago Edl. Facilities Corp. for Colleton School District:

5% 12/1/15 (Radian Asset Assurance, Inc. Insured)

750

805

5% 12/1/19

2,040

2,176

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) (f)

5,500

6,266

South Carolina Pub. Svc. Auth. Rev.:

Series 2005 B, 5% 1/1/10 (MBIA Insured)

3,000

3,109

Series A:

5.5% 1/1/14 (FGIC Insured)

1,300

1,440

5.5% 1/1/16 (FGIC Insured)

2,705

3,050

25,322

South Dakota - 0.3%

Minnehaha County Gen. Oblig.:

5.625% 12/1/16 (Pre-Refunded to 12/1/10 @ 100) (f)

2,000

2,136

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) (f)

$ 2,115

$ 2,255

5.625% 12/1/18 (Pre-Refunded to 12/1/10 @ 100) (f)

2,350

2,503

6,894

Tennessee - 1.4%

Clarksville Natural Gas Acquisition Corp. Gas Rev.:

5% 12/15/10

5,000

5,201

5% 12/15/11

3,285

3,448

Knox County Health Edl. & Hsg. Facilities Board Hosp. Facilities Rev. (Fort Sanders Alliance Proj.) Series C:

5.25% 1/1/15 (MBIA Insured)

1,240

1,352

6.25% 1/1/13 (MBIA Insured)

1,700

1,915

7.25% 1/1/10 (MBIA Insured)

8,000

8,762

Memphis-Shelby County Arpt. Auth. Arpt. Rev. Series A:

5% 9/1/10 (MBIA Insured)

1,755

1,834

5% 9/1/11 (MBIA Insured)

1,835

1,931

5% 9/1/13 (MBIA Insured)

2,010

2,148

Shelby County Health Edl. & Hsg. Facility Board Hosp. Rev. (Methodist Health Care Proj.) 5.5% 4/1/09 (MBIA Insured)

1,100

1,135

27,726

Texas - 14.2%

Alvin Independent School District Series A, 5.25% 2/15/17

1,015

1,106

Austin Cmnty. College District Rev. (Convention Ctr. Proj.) Series B, 0% 2/1/22 (AMBAC Insured)

1,335

698

Austin Convention Enterprises, Inc. (Convention Ctr. Proj.):

Series 2006 B, 6% 1/1/16

1,750

1,902

Series B:

6% 1/1/18

1,000

1,088

6% 1/1/19

1,335

1,448

Austin Independent School District 5.25% 8/1/11

3,515

3,745

Austin Util. Sys. Rev.:

Series A, 0% 11/15/10 (MBIA Insured)

5,200

4,488

0% 11/15/12 (AMBAC Insured)

5,645

4,506

0% 5/15/17 (FGIC Insured)

1,900

1,244

Austin Wtr. & Wastewtr. Sys. Rev.:

Series A, 5% 5/15/31 (AMBAC Insured)

2,100

2,219

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Austin Wtr. & Wastewtr. Sys. Rev.: - continued

5% 11/15/10 (MBIA Insured)

$ 1,735

$ 1,815

Bexar Metropolitan Wtr. District Wtrwks. Sys. Rev.:

5.375% 5/1/15 (FSA Insured)

175

188

5.375% 5/1/15 (Pre-Refunded to 5/1/12 @ 100) (f)

1,190

1,289

5.375% 5/1/16 (FSA Insured)

185

199

5.375% 5/1/16 (Pre-Refunded to 5/1/12 @ 100) (f)

1,240

1,343

5.375% 5/1/17 (FSA Insured)

195

209

Birdville Independent School District:

0% 2/15/12

4,150

3,401

5% 2/15/10

1,200

1,247

Boerne Independent School District 5.25% 2/1/35

1,300

1,383

Bryan Wtrwks. & Swr. Sys. Rev. 5.5% 7/1/11 (FSA Insured)

1,500

1,610

Cedar Hill Independent School District 0% 8/15/07

1,270

1,241

Clint Independent School District 5.5% 8/15/18

1,000

1,090

Comal Independent School District (School Bldg. Proj.) 5% 2/1/33

1,500

1,569

Corpus Christi Gen. Oblig. 5% 3/1/10 (AMBAC Insured)

1,565

1,626

Cypress-Fairbanks Independent School District:

Series A, 0% 2/15/16

3,640

2,515

5.75% 2/15/17 (Pre-Refunded to 2/15/12 @ 100) (f)

1,500

1,646

Dallas County Gen. Oblig. Series A, 0% 8/15/07

3,605

3,526

Dallas Independent School District Series 2005, 5.25% 8/15/11

2,000

2,132

Del Valle Independent School District:

5% 2/1/15

2,015

2,162

5% 2/1/16

2,195

2,350

5.5% 2/1/11

1,350

1,442

Denton County Gen. Oblig. 5% 7/15/14 (FSA Insured)

3,570

3,820

Denton Independent School District 5% 8/15/33

5,300

5,499

DeSoto Independent School District 0% 8/15/18

2,195

1,342

Fort Worth Independent School District 5% 2/15/12

1,500

1,591

Fort Worth Wtr. & Swr. Rev. Series A, 5% 2/15/11 (FSA Insured)

2,000

2,097

Gainesville Independent School District 5.25% 2/15/36

1,000

1,083

Garland Independent School District:

Series A, 5% 2/15/10

1,000

1,039

5.5% 2/15/12

2,180

2,298

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Garland Wtr. & Swr. Rev. 5.25% 3/1/20 (AMBAC Insured)

$ 1,170

$ 1,260

Harlandale Independent School District:

5.5% 8/15/35

15

16

5.5% 8/15/35 (Pre-Refunded to 8/15/10 @ 100) (f)

1,385

1,472

Harris County Gen. Oblig.:

(Toll Road Proj.) 0% 10/1/14 (MBIA Insured)

8,530

6,287

Series A, 5.25% 8/15/35 (FSA Insured)

4,600

4,844

0% 10/1/16 (MBIA Insured)

6,180

4,174

Harris County Health Facilities Dev. Corp. Rev. (Saint Luke's Episcopal Hosp. Proj.) Series 2001 A:

5.625% 2/15/14 (Pre-Refunded to 8/15/11 @ 100) (f)

2,500

2,705

5.625% 2/15/15 (Pre-Refunded to 8/15/11 @ 100) (f)

2,680

2,899

Houston Area Wtr. Corp. Contract Rev. (Northeast Wtr. Purification Proj.):

5.5% 3/1/15 (FGIC Insured)

1,000

1,085

5.5% 3/1/18 (FGIC Insured)

1,140

1,233

Houston Arpt. Sys. Rev.:

(Automated People Mover Proj.) Series A, 5.375% 7/15/11 (FSA Insured) (e)

3,300

3,325

Series B, 5.5% 7/1/30 (FSA Insured)

3,900

4,121

Houston Gen. Oblig. Series A, 5.25% 3/1/13

250

259

Houston Independent School District:

Series A, 0% 8/15/11

13,740

11,497

0% 8/15/10 (AMBAC Insured)

2,200

1,917

0% 8/15/15

2,000

1,414

Houston Wtr. & Swr. Sys. Rev. Series C:

0% 12/1/10 (AMBAC Insured)

2,600

2,240

0% 12/1/11 (AMBAC Insured)

8,250

6,842

Humble Independent School District:

0% 2/15/10

2,320

2,060

0% 2/15/16

1,250

867

0% 2/15/17

1,400

927

Irving Independent School District Series A, 0% 2/15/16

1,035

711

Keller Independent School District:

Series 1996 A, 0% 8/15/17

1,020

658

Series A, 0% 8/15/12

1,590

1,278

Klein Independent School District Series A:

5% 8/1/13

1,455

1,561

5% 8/1/14

5,110

5,517

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

La Joya Independent School District 5.75% 2/15/17 (Pre-Refunded to 2/15/10 @ 100) (f)

$ 2,200

$ 2,337

Lamar Consolidated Independent School District 5.25% 2/15/14

305

310

Laredo Gen. Oblig. 5.125% 8/15/11 (FGIC Insured)

2,225

2,304

Lewisville Independent School District 0% 8/15/08

5,000

4,722

Liberty Hill Independent School District (School Bldg. Proj.) 5.25% 8/1/35

3,400

3,680

Lower Colorado River Auth. Rev. 0% 1/1/09 (Escrowed to Maturity) (f)

615

571

Lower Colorado River Auth. Transmission Contract Rev. (LCRA Transmission Services Corp. Proj.) Series C, 5.25% 5/15/21 (AMBAC Insured)

2,405

2,583

Mansfield Independent School District:

5.5% 2/15/13

230

246

5.5% 2/15/13 (Pre-Refunded to 2/15/11 @ 100) (f)

1,345

1,440

5.5% 2/15/14

330

352

5.5% 2/15/14 (Pre-Refunded to 2/15/11 @ 100) (f)

1,950

2,088

5.5% 2/15/15

2,270

2,448

5.5% 2/15/16

3,450

3,721

5.5% 2/15/18

145

154

5.5% 2/15/18 (Pre-Refunded to 2/15/11 @ 100) (f)

855

916

5.5% 2/15/19

2,530

2,693

Mesquite Independent School District:

3.65%, tender 12/1/08 (Liquidity Facility JPMorgan Chase Bank) (d)(f)

2,700

2,700

5.375% 8/15/11

430

442

Midway Independent School District 0% 8/15/19

1,400

820

Montgomery County Gen. Oblig. Series A:

5.625% 3/1/19 (FSA Insured)

520

567

5.625% 3/1/19 (Pre-Refunded to 3/1/12 @ 100) (f)

3,480

3,802

Mount Pleasant Independent School District 5.5% 2/15/17 (Pre-Refunded to 8/15/11 @ 100) (f)

1,010

1,090

Navasota Independent School District:

5.25% 8/15/34 (FGIC Insured)

1,000

1,075

5.5% 8/15/26 (FGIC Insured)

1,225

1,356

New Braunfels Independent School District 5.5% 2/1/15

1,135

1,209

North Central Health Facilities Dev. Corp. Rev. Series 1997 B, 5.75% 2/15/15 (MBIA Insured)

2,520

2,838

North Texas Tollway Auth. Dallas North Tollway Sys. Rev. Series A, 5% 1/1/28 (AMBAC Insured)

3,300

3,455

Northside Independent School District:

Series A, 5.25% 2/15/17

2,975

3,188

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Northside Independent School District: - continued

5.5% 2/15/13

$ 1,090

$ 1,164

5.5% 2/15/13 (Pre-Refunded to 2/15/11 @ 100) (f)

1,220

1,306

5.5% 2/15/16 (Pre-Refunded to 2/15/11 @ 100) (f)

530

568

Pearland Independent School District Series A, 5.875% 2/15/19 (Pre-Refunded to 2/15/11 @ 100) (f)

1,000

1,085

Pflugerville Independent School District:

5.75% 8/15/14 (Pre-Refunded to 8/15/10 @ 100) (f)

1,000

1,072

5.75% 8/15/17 (Pre-Refunded to 8/15/10 @ 100) (f)

500

536

Red River Ed. Fin. Corp. Ed. Rev. (Hockaday School Proj.) 5.75% 5/15/19 (Pre-Refunded to 5/15/10 @ 100) (f)

1,210

1,291

Rockwall Independent School District:

5.375% 2/15/17

20

22

5.375% 2/15/17 (Pre-Refunded to 2/15/12 @ 100) (f)

1,025

1,107

5.375% 2/15/18

25

27

5.375% 2/15/18 (Pre-Refunded to 2/15/12 @ 100) (f)

1,345

1,453

5.625% 2/15/11

3,865

4,149

Round Rock Independent School District:

Series 2001 A:

5.5% 8/1/13 (Pre-Refunded to 8/1/11 @ 100) (f)

1,940

2,092

5.5% 8/1/15 (Pre-Refunded to 8/1/11 @ 100) (f)

1,510

1,628

5.375% 8/1/15 (Pre-Refunded to 8/1/12 @ 100) (f)

1,000

1,087

5.375% 8/1/17 (Pre-Refunded to 8/1/12 @ 100) (f)

1,050

1,141

San Antonio Elec. & Gas Sys. Rev.:

5.375% 2/1/17

3,495

3,755

5.375% 2/1/17 (Pre-Refunded to 2/1/12 @ 100) (f)

2,505

2,699

5.75% 2/1/11 (Escrowed to Maturity) (f)

1,410

1,480

San Antonio Muni. Drainage Util. Sys. Rev.:

5.25% 2/1/13 (MBIA Insured)

1,740

1,880

5.25% 2/1/14 (MBIA Insured)

1,835

2,000

San Antonio Wtr. Sys. Rev. Series A, 5% 5/15/32 (FSA Insured)

700

728

San Marcos Consolidated Independent School District:

5% 8/1/16

1,190

1,279

5.25% 8/1/21 (Pre-Refunded to 8/1/14 @ 100) (f)

3,650

4,018

Snyder Independent School District 5.25% 2/15/26 (AMBAC Insured)

1,350

1,465

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Southwest Higher Ed. Auth. Rev. (Southern Methodist Univ. Proj.) 5.5% 10/1/12 (AMBAC Insured)

$ 2,905

$ 3,168

Spring Branch Independent School District:

Series 2001, 5.375% 2/1/14

2,700

2,868

5.375% 2/1/18

1,400

1,485

Tarrant County Health Facilities Dev. Corp. Hosp. Rev. 5.375% 11/15/20 (Pre-Refunded to 11/15/08 @ 101) (f)

1,250

1,301

Texas Gen. Oblig. (College Student Ln. Prog.):

5.25% 8/1/09 (e)

6,885

7,129

5.375% 8/1/10 (e)

1,915

2,012

Texas Muni. Pwr. Agcy. Rev. 0% 9/1/16 (MBIA Insured)

2,200

1,487

Texas Pub. Fin. Auth. Rev.:

(Bldg. and Procurement Commission Proj.) Series A, 5% 2/1/10 (AMBAC Insured)

1,000

1,037

(Stephen F. Austin State Univ. Proj.) 5% 10/15/14 (MBIA Insured)

1,300

1,405

Texas State Univ. Sys. Fing. Rev. 5% 3/15/12 (FSA Insured)

2,000

2,119

Texas Tpk. Auth. Central Tpk. Sys. Rev. 5.75% 8/15/38 (AMBAC Insured)

10,110

11,007

Texas Wtr. Dev. Board Rev.:

Series A, 5.5% 7/15/21

1,700

1,771

Series B, 5.625% 7/15/21

2,010

2,118

Town Ctr. Impt. District Sales & Hotel Occupancy Tax 5.625% 3/1/18 (FGIC Insured)

2,280

2,434

Tyler Health Facilities Dev. Corp. Hosp. Rev. (Mother Frances Hosp. Reg'l. Health Care Ctr. Proj.) 5.25% 7/1/10

4,080

4,231

Waxahachie Independent School District:

0% 8/15/14

1,460

1,078

0% 8/15/20 (Pre-Refunded to 8/15/10 @ 51.59) (f)

4,780

2,151

0% 8/15/21 (Pre-Refunded to 8/15/10 @ 48.18) (f)

3,860

1,622

White Settlement Independent School District 5.75% 8/15/34

1,250

1,364

Williamson County Gen. Oblig. 5.5% 2/15/19 (FSA Insured)

35

37

Wylie Independent School District 0% 8/15/20

1,000

557

Ysleta Independent School District 0% 8/15/11

1,100

920

291,805

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Utah - 0.4%

Intermountain Pwr. Agcy. Pwr. Supply Rev. Series B, 5.75% 7/1/16 (MBIA Insured)

$ 370

$ 381

Salt Lake County Hosp. Rev. (IHC Health Svcs., Inc. Proj.) 5.5% 5/15/12 (AMBAC Insured)

5,000

5,377

Utah Muni. Pwr. Agcy. Elec. Sys. Rev. Series A, 5% 7/1/10 (AMBAC Insured)

2,740

2,856

8,614

Vermont - 0.2%

Vermont Edl. & Health Bldg. Fing. Agcy. Rev. (Fletcher Allen Health Care, Inc. Proj.):

Series 2000 A, 6.125% 12/1/27 (AMBAC Insured)

2,800

3,039

Series A, 5.75% 12/1/18 (AMBAC Insured)

1,200

1,289

4,328

Virginia - 0.4%

Amelia County Indl. Dev. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 4.05%, tender 4/1/08 (d)(e)

1,700

1,689

Arlington County Indl. Dev. Auth. Resource Recovery Rev. (Alexandria/Arlington Waste Proj.) Series B, 5.375% 1/1/11 (FSA Insured) (e)

2,750

2,835

Virginia Hsg. Dev. Auth. Multi-family Hsg. Rev. Series I:

5.75% 5/1/07 (e)

1,380

1,384

5.85% 5/1/08 (e)

1,370

1,383

7,291

Washington - 7.3%

Chelan County Pub. Util. District #1 Columbia River-Rock Island Hydro-Elec. Sys. Rev. Series A:

0% 6/1/17 (MBIA Insured)

2,800

1,802

0% 6/1/24 (MBIA Insured)

1,525

704

0% 6/1/29 (MBIA Insured)

5,600

2,048

Chelan County Pub. Util. District #1 Rev. Series 2005 A, 5.125%, tender 7/1/15 (FGIC Insured) (d)(e)

1,000

1,060

Chelan County School District #246, Wenatchee 5.5% 12/1/19 (FSA Insured)

1,300

1,412

Clark County Pub. Util. District #1 Elec. Rev.:

Series B:

5.25% 1/1/10 (FSA Insured)

1,630

1,701

5.25% 1/1/11 (FSA Insured)

1,715

1,812

5% 1/1/10 (MBIA Insured)

2,000

2,073

Clark County School District #114, Evergreen 5.375% 12/1/14 (FSA Insured)

2,000

2,164

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Washington - continued

Clark County School District #37, Vancouver Series C, 0% 12/1/19 (FGIC Insured)

$ 3,000

$ 1,728

Cowlitz County Gen. Oblig. 5.5% 11/1/11 (Pre-Refunded to 11/1/09 @ 100) (f)

460

483

Energy Northwest Elec. Rev. (#1 Proj.):

Series 2006 A, 5% 7/1/13

5,000

5,345

Series B, 6% 7/1/17 (MBIA Insured)

4,000

4,428

Franklin County Pub. Util. District #1 Elec. Rev. 5.625% 9/1/21 (MBIA Insured)

2,000

2,181

Grant County Pub. Util. District #2 Wanapum Hydro Elec. Rev.:

Second Series B, 5.25% 1/1/14 (MBIA Insured) (e)

1,235

1,289

Series B, 5.25% 1/1/16 (FGIC Insured) (e)

1,000

1,073

King County Swr. Rev. Series B:

5.5% 1/1/15 (FSA Insured)

7,245

7,807

5.5% 1/1/17 (FSA Insured)

2,565

2,758

Port of Seattle Rev.:

Series 2000 B, 5.5% 2/1/08 (MBIA Insured) (e)

6,225

6,344

Series B:

5.25% 9/1/07 (FGIC Insured) (e)

3,185

3,218

5.5% 9/1/08 (FGIC Insured) (e)

3,750

3,860

Snohomish County Pub. Hosp. District #2 (Stevens Health Care Proj.):

4.5% 12/1/07 (FGIC Insured)

1,705

1,718

4.5% 12/1/09 (FGIC Insured)

855

872

Snohomish County School District #4, Lake Stevens 5.125% 12/1/17 (FGIC Insured)

2,000

2,181

Spokane Pub. Facilities District Hotel/Motel Tax & Sales/Use Tax Rev.:

5.75% 12/1/18 (MBIA Insured)

1,000

1,113

5.75% 12/1/20 (MBIA Insured)

1,000

1,111

Tumwater School District #33, Thurston County Series 1996 B:

0% 12/1/11 (FGIC Insured)

6,415

5,315

0% 12/1/12 (FGIC Insured)

6,830

5,443

Washington Gen. Oblig.:

(Convention & Trade Ctr. Proj.) Series AT5, 0% 8/1/12 (MBIA Insured)

2,025

1,630

Series 2001 C, 5.25% 1/1/16

3,000

3,185

Series C, 5.25% 1/1/26 (FSA Insured)

2,200

2,330

Series R 97A, 0% 7/1/19 (MBIA Insured)

3,440

2,047

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Washington - continued

Washington Health Care Facilities Auth. Rev.:

(Providence Health Systems Proj.) Series 2001 A, 5.5% 10/1/13 (MBIA Insured)

$ 3,065

$ 3,288

(Swedish Health Svcs. Proj.) 5.5% 11/15/12 (AMBAC Insured)

3,000

3,120

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #1 Rev. Series 1997 B, 5.125% 7/1/13 (FSA Insured)

9,500

9,754

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #2 Rev. Series A, 5% 7/1/12 (FSA Insured)

3,500

3,633

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #3 Rev.:

Series B:

0% 7/1/07

15,130

14,865

0% 7/1/10

16,000

13,948

0% 7/1/10

2,250

1,961

0% 7/1/12 (MBIA Insured)

4,000

3,206

Series C, 7.5% 7/1/08 (MBIA Insured)

7,040

7,422

Whatcom County School District #501 Gen. Oblig.:

5% 6/1/14 (FSA Insured)

2,245

2,419

5% 12/1/14 (FSA Insured)

3,245

3,511

149,362

West Virginia - 0.1%

Kanawha/Putnam County, Huntington/Charlestown City Series 1984 A, 0% 12/1/16 (Escrowed to Maturity) (f)

1,100

719

West Virginia Commissioner of Hwys. Spl. Oblig. Series A, 5% 9/1/12 (FSA Insured)

1,500

1,596

2,315

Wisconsin - 0.9%

Badger Tobacco Asset Securitization Corp. 6.125% 6/1/27

2,180

2,334

Menasha Joint School District:

5.5% 3/1/19 (f)

970

1,043

5.5% 3/1/19 (FSA Insured)

60

64

Wisconsin Gen. Oblig. Series D, 5.4% 5/1/20 (Pre-Refunded to 5/1/11 @ 100) (f)

1,000

1,065

Wisconsin Health & Edl. Facilities Auth. Rev.:

(Marshfield Clinic Proj.) Series 2006 A, 5% 2/15/14

850

888

(Wheaton Franciscan Svcs., Inc. Proj.):

Series A, 5.5% 8/15/14

1,775

1,904

5.75% 8/15/12 (Pre-Refunded to 2/15/12 @ 101) (f)

1,760

1,899

6% 8/15/14 (Pre-Refunded to 2/15/12 @ 101) (f)

1,000

1,114

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Wisconsin - continued

Wisconsin Health & Edl. Facilities Auth. Rev.: - continued

(Wheaton Franciscan Svcs., Inc. Proj.):

6% 8/15/16 (Pre-Refunded to 2/15/12 @ 101) (f)

$ 1,000

$ 1,114

6.25% 8/15/22 (Pre-Refunded to 2/15/12 @ 101) (f)

1,600

1,800

Series 06A, 5% 8/15/12

4,795

4,999

18,224

TOTAL INVESTMENT PORTFOLIO - 99.5%

(Cost $2,012,029)

2,049,852

NET OTHER ASSETS - 0.5%

10,952

NET ASSETS - 100%

$ 2,060,804

Swap Agreements

Expiration Date

Notional Amount (000s)

Value
(000s)

Interest Rate Swaps

Receive quarterly a fixed rate equal to 3.779% and pay quarterly a floating rate based on the BMA Municipal Swap Index with Citibank

May 2010

$ 23,000

$ 215

Receive quarterly a fixed rate equal to 3.859% and pay quarterly a floating rate based on the BMA Municipal Swap Index with Goldman Sachs

May 2010

23,000

267

Receive quarterly a floating rate based on BMA Municipal Swap Index and pay quarterly a fixed rate equal to 4.391% with Citibank

May 2027

5,000

(286)

Receive quarterly a floating rate based on BMA Municipal Swap Index and pay quarterly a fixed rate equal to 4.498% with Merrill Lynch, Inc.

May 2027

5,000

(352)

$ 56,000

$ (156)

Legend

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

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

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

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

(e) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(f) Security collateralized by an amount sufficient to pay interest and principal.

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Municipal Cash Central Fund

$ 71

Other Information

The distribution of municipal securities by revenue source, as a percentage of total net assets, is as follows:

General Obligations

38.8%

Electric Utilities

11.5%

Special Tax

10.0%

Transportation

9.6%

Escrowed/Pre-Refunded

9.3%

Health Care

8.3%

Others* (individually less than 5%)

12.5%

100.0%

* Includes net other assets

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

December 31, 2006

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $2,012,029)

$ 2,049,852

Cash

8,593

Receivable for fund shares sold

1,088

Interest receivable

27,002

Prepaid expenses

10

Other receivables

131

Total assets

2,086,676

Liabilities

Payable for investments purchased
Regular delivery

$ 11

Delayed delivery

19,985

Payable for fund shares redeemed

2,675

Distributions payable

2,049

Swap agreements, at value

156

Accrued management fee

553

Distribution fees payable

2

Other affiliated payables

373

Other payables and accrued expenses

68

Total liabilities

25,872

Net Assets

$ 2,060,804

Net Assets consist of:

Paid in capital

$ 2,020,903

Undistributed net investment income

374

Accumulated undistributed net realized gain (loss) on investments

1,860

Net unrealized appreciation (depreciation) on investments

37,667

Net Assets

$ 2,060,804

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

December 31, 2006

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share
($1,811 ÷ 181.58 shares)

$ 9.97

Maximum offering price per share (100/95.25 of $9.97)

$ 10.47

Class T:
Net Asset Value
and redemption price per share
($4,408 ÷ 442.18 shares)

$ 9.97

Maximum offering price per share (100/96.50 of $9.97)

$ 10.33

Class B:
Net Asset Value
and offering price per share
($304 ÷ 30.48 shares)A

$ 9.97

Class C:
Net Asset Value
and offering price per share
($1,365 ÷ 136.80 shares)A

$ 9.98

Intermediate Municipal Income:
Net Asset Value
, offering price and redemption price per share ($2,026,368 ÷ 203,255.45 shares)

$ 9.97

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($26,548 ÷ 2,660.16 shares)

$ 9.98

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

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

Annual Report

Statement of Operations

Amounts in thousands

Year ended December 31, 2006

Investment Income

Interest

$ 85,312

Income from Fidelity Central Funds

71

Total income

85,383

Expenses

Management fee

$ 6,297

Transfer agent fees

1,736

Distribution fees

18

Accounting fees and expenses

360

Custodian fees and expenses

31

Independent trustees' compensation

8

Registration fees

162

Audit

63

Legal

10

Miscellaneous

16

Total expenses before reductions

8,701

Expense reductions

(1,767)

6,934

Net investment income

78,449

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

2,550

Futures contracts

114

Total net realized gain (loss)

2,664

Change in net unrealized appreciation (depreciation) on:

Investment securities

(1,114)

Swap agreements

(156)

Total change in net unrealized appreciation (depreciation)

(1,270)

Net gain (loss)

1,394

Net increase (decrease) in net assets resulting from operations

$ 79,843

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Year ended
December 31, 2006

Year ended
December 31, 2005

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 78,449

$ 71,910

Net realized gain (loss)

2,664

8,840

Change in net unrealized appreciation (depreciation)

(1,270)

(34,596)

Net increase (decrease) in net assets resulting
from operations

79,843

46,154

Distributions to shareholders from net investment income

(78,385)

(71,790)

Distributions to shareholders from net realized gain

(640)

(9,634)

Total distributions

(79,025)

(81,424)

Share transactions - net increase (decrease)

117,860

164,345

Redemption fees

20

16

Total increase (decrease) in net assets

118,698

129,091

Net Assets

Beginning of period

1,942,106

1,813,015

End of period (including undistributed net investment income of $374 and undistributed net investment income of $308, respectively)

$ 2,060,804

$ 1,942,106

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

Annual Report

Financial Highlights - Class A

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.365

.060

Net realized and unrealized gain (loss)

.003

.051

Total from investment operations

.368

.111

Distributions from net investment income

(.365)

(.061)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.368)

(.101)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.97

$ 9.97

Total Return B, C, D

3.77%

1.12%

Ratios to Average Net Assets F, I

Expenses before reductions

.63%

.61% A

Expenses net of fee waivers, if any

.63%

.61% A

Expenses net of all reductions

.50%

.60% A

Net investment income

3.71%

3.55% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,811

$ 101

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Class T

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.358

.050

Net realized and unrealized gain (loss)

.004

.059

Total from investment operations

.362

.109

Distributions from net investment income

(.359)

(.059)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.362)

(.099)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.97

$ 9.97

Total Return B, C, D

3.71%

1.10%

Ratios to Average Net Assets F, I

Expenses before reductions

.68%

.78% A

Expenses net of fee waivers, if any

.68%

.78% A

Expenses net of all reductions

.59%

.76% A

Net investment income

3.62%

3.38% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,408

$ 411

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Class B

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.294

.047

Net realized and unrealized gain (loss)

.002

.051

Total from investment operations

.296

.098

Distributions from net investment income

(.293)

(.048)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.296)

(.088)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.97

$ 9.97

Total Return B, C, D

3.02%

.99%

Ratios to Average Net Assets F, I

Expenses before reductions

1.35%

1.37% A

Expenses net of fee waivers, if any

1.35%

1.37% A

Expenses net of all reductions

1.25%

1.35% A

Net investment income

2.97%

2.79% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 304

$ 101

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Class C

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.285

.046

Net realized and unrealized gain (loss)

.012

.051

Total from investment operations

.297

.097

Distributions from net investment income

(.284)

(.047)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.287)

(.087)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.98

$ 9.97

Total Return B, C, D

3.03%

.98%

Ratios to Average Net Assets F, I

Expenses before reductions

1.43%

1.47% A

Expenses net of fee waivers, if any

1.43%

1.47% A

Expenses net of all reductions

1.34%

1.45% A

Net investment income

2.88%

2.69% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,365

$ 101

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Intermediate Municipal Income

Years ended December 31,

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 10.15

$ 10.21

$ 10.23

$ 9.85

Income from Investment Operations

Net investment income B

.385

.385

.395

.410

.427

Net realized and unrealized
gain (loss)

.002

(.131)

(.022)

.120

.444

Total from investment operations

.387

.254

.373

.530

.871

Distributions from net investment income

(.384)

(.384)

(.395)

(.410)

(.431)

Distributions from net realized gain

(.003)

(.050)

(.038)

(.140)

(.060)

Total distributions

(.387)

(.434)

(.433)

(.550)

(.491)

Redemption fees added to paid
in capital B, F

-

-

-

-

-

Net asset value, end of period

$ 9.97

$ 9.97

$ 10.15

$ 10.21

$ 10.23

Total Return A

3.97%

2.56%

3.74%

5.30%

9.02%

Ratios to Average Net Assets C, E

Expenses before reductions

.43%

.43%

.43%

.44%

.45%

Expenses net of fee waivers,
if any

.43%

.42%

.43%

.44%

.45%

Expenses net of all reductions

.34%

.36%

.42%

.43%

.42%

Net investment income

3.88%

3.82%

3.89%

4.00%

4.24%

Supplemental Data

Net assets, end of period
(in millions)

$ 2,026

$ 1,941

$ 1,813

$ 1,798

$ 1,758

Portfolio turnover rate D

24%

24%

26%

31%

31%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended December 31,

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income D

.382

.061

Net realized and unrealized gain (loss)

.014

.052

Total from investment operations

.396

.113

Distributions from net investment income

(.383)

(.063)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.386)

(.103)

Redemption fees added to paid in capital D, I

-

-

Net asset value, end of period

$ 9.98

$ 9.97

Total Return B, C

4.06%

1.14%

Ratios to Average Net Assets E, H

Expenses before reductions

.49%

.48% A

Expenses net of fee waivers, if any

.49%

.48% A

Expenses net of all reductions

.36%

.47% A

Net investment income

3.86%

3.68% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 26,548

$ 179

Portfolio turnover rate F

24%

24%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

I Amount represents less than $.001 per share.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2006

1. Significant Accounting Policies.

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

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

The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotes are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and income distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

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

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 dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim 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 deferred trustees compensation.

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.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 43,283,475

Unrealized depreciation

(5,482,647)

Net unrealized appreciation (depreciation)

37,800,828

Undistributed ordinary income

209,823

Undistributed long-term capital gain

1,745,386

Cost for federal income tax purposes

$ 2,012,050,927

The tax character of distributions paid was as follows:

December 31, 2006

December 31, 2005

Tax-exempt Income

$ 78,385,057

$ 71,790,352

Ordinary Income

-

390,914

Long-term Capital Gains

639,680

9,242,987

Total

$ 79,024,737

$ 81,424,253

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 FMR, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

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

Annual Report

Notes to Financial Statements - continued

2. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund 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. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. 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. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Annual Report

2. Operating Policies - continued

Swap Agreements - continued

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."

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $626,090,912 and $472,008,692, 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 annual management fee rate was .31% of average net assets.

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 872

$ 187

Class T

0%

.25%

6,999

203

Class B

.65%

.25%

1,932

1,645

Class C

.75%

.25%

8,481

7,657

$ 18,284

$ 9,692

On January 18, 2007, the Board of Trustees approved an increase in Class A's Service fee from .15% to .25%, effective April 1, 2007.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 4.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, .75% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

On January 18, 2007, the Board of Trustees approved a change in Class A and Class T's front-end sales charge. Effective April 1, 2007, FDC will receive a front-end sales charge of up to 4.00% for selling Class A and Class T shares.

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

Retained
by FDC

Class A

$ 2,421

Class T

1,956

Class B*

988

Class C*

2,648

$ 8,013

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

Transfer Agent and Accounting Fees. Citibank, N.A. (Citibank) is the custodian, transfer agent, and shareholder servicing agent for the Fund's Class A, Class T, Class B, Class C, Intermediate Municipal Income and Institutional Class shares. Citibank has entered into a sub-arrangement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, with respect to all classes of the Fund, except for Intermediate Municipal Income, to perform the transfer, dividend disbursing, and shareholder servicing agent functions. Citibank has also entered into a sub-arrangement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR, with respect to Intermediate Municipal Income, to perform the transfer, dividend disbursing, and shareholder servicing agent functions. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. All fees are paid to FIIOC by Citibank, which is reimbursed by each class for such payments. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, each class paid the following transfer agent fees:

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent and Accounting Fees - continued

Amount

% of
Average
Net Assets

Class A

$ 792

.14

Class T

2,475

.09

Class B

246

.11

Class C

729

.09

Intermediate Municipal Income

1,720,843

.09

Institutional Class

11,172

.15

$ 1,736,257

Citibank also has a sub-arrangement with FSC to maintain the Fund's accounting records. The fee is based on the level of average net assets for the month.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

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, which amounted to $4,501 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Intermediate Municipal Income's operating expenses. During the period, this reimbursement reduced the class' expenses by $36,850.

Annual Report

Notes to Financial Statements - continued

6. Expense Reductions - continued

In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and accounting expenses by $31,122 and $359,802, respectively. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 609

Class T

1,904

Class B

189

Class C

561

Intermediate Municipal Income

1,327,192

Institutional Class

8,595

$ 1,339,050

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.

During the period, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the Fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

Annual Report

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended December 31,

2006

2005 A

From net investment income

Class A

$ 21,110

$ 616

Class T

100,820

768

Class B

6,314

487

Class C

24,255

470

Intermediate Municipal Income

77,944,342

71,787,076

Institutional Class

288,216

935

Total

$ 78,385,057

$ 71,790,352

From net realized gain

Class A

$ 367

$ 403

Class T

1,182

403

Class B

91

403

Class C

409

403

Intermediate Municipal Income

629,888

9,631,577

Institutional Class

7,743

712

Total

$ 639,680

$ 9,633,901

A Distributions for Class A, Class T, Class B, Class C and Institutional Class are for the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Years ended December 31,

Years ended December 31,

2006

2005 A

2006

2005 A

Class A

Shares sold

173,427

10,040

$ 1,725,155

$ 100,000

Reinvestment of distributions

1,631

102

16,239

1,019

Shares redeemed

(3,616)

-

(35,605)

-

Net increase (decrease)

171,442

10,142

$ 1,705,789

$ 101,019

Annual Report

Notes to Financial Statements - continued

9. Share Transactions - continued

Shares

Dollars

Years ended December 31,

Years ended December 31,

2006

2005 A

2006

2005 A

Class T

Shares sold

398,477

41,122

$ 3,958,313

$ 409,515

Reinvestment of distributions

9,307

107

92,469

1,069

Shares redeemed

(6,838)

-

(68,081)

-

Net increase (decrease)

400,946

41,229

$ 3,982,701

$ 410,584

Class B

Shares sold

32,080

10,040

$ 318,318

$ 100,000

Reinvestment of distributions

566

89

5,622

889

Shares redeemed

(12,297)

-

(122,210)

-

Net increase (decrease)

20,349

10,129

$ 201,730

$ 100,889

Class C

Shares sold

159,319

10,040

$ 1,585,622

$ 100,000

Reinvestment of distributions

1,510

88

14,988

873

Shares redeemed

(34,155)

-

(336,894)

-

Net increase (decrease)

126,674

10,128

$ 1,263,716

$ 100,873

Intermediate Municipal Income

Shares sold

56,726,510

54,794,604

$ 563,129,257

$ 551,450,776

Reinvestment of distributions

5,529,889

5,717,994

54,890,397

57,458,478

Shares redeemed

(53,763,407)

(44,359,637)

(533,657,302)

(445,457,502)

Net increase (decrease)

8,492,992

16,152,961

$ 84,362,352

$ 163,451,752

Institutional Class

Shares sold

2,676,982

17,755

$ 26,690,182

$ 177,000

Reinvestment of distributions

28,099

166

281,049

1,647

Shares redeemed

(62,846)

-

(626,878)

-

Net increase (decrease)

2,642,235

17,921

$ 26,344,353

$ 178,647

A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

Annual Report

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Intermediate Municipal Income Fund (a fund of Fidelity School Street Trust) at December 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Intermediate Municipal Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 13, 2007

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Each of the Trustees oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1976

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-
present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

James H. Keyes (66)

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Marie L. Knowles (60)

Year of Election or Appointment: 2001

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

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity School Street Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Kimberley H. Monasterio (43)

Year of Election or Appointment: 2007

President and Treasurer of Intermediate Municipal Income. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Boyce I. Greer (50)

Year of Election or Appointment: 2006

Vice President of Intermediate Municipal Income. Mr. Greer also serves as Vice President of certain Equity Funds (2005-present), certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). He is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. He also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

David L. Murphy (58)

Year of Election or Appointment: 2005

Vice President of Intermediate Municipal Income. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fixed-Income Funds (2005-present), and Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of Fidelity Investments Money Management, Inc. (2003-present) and an Executive Vice President of FMR (2005-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002).

Thomas J. Silvia (45)

Year of Election or Appointment: 2005

Vice President of Intermediate Municipal Income. Mr. Silvia also serves as Vice President of Fidelity's Fixed-Income Funds (2005-present), certain Balanced Funds (2005-present), certain Asset Allocation Funds (2005-present), and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

Mark Sommer (46)

Year of Election or Appointment: 2006

Vice President of Intermediate Municipal Income. Mr. Sommer also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Sommer worked as an analyst and manager.

Eric D. Roiter (58)

Year of Election or Appointment: 1998

Secretary of Intermediate Municipal Income. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of Intermediate Municipal Income. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of Intermediate Municipal Income. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of Intermediate Municipal Income. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of Intermediate Municipal Income. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of Intermediate Municipal Income. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of Intermediate Municipal Income. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (40)

Year of Election or Appointment: 2005

Assistant Treasurer of Intermediate Municipal Income. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1986

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

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of Intermediate Municipal Income. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

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

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of Intermediate Municipal Income. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (41)

Year of Election or Appointment: 2005

Assistant Treasurer of Intermediate Municipal Income. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Intermediate Municipal Income Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

Pay Date

Record Date

Capital Gains

Intermediate Municipal Income

02/05/07

02/02/07

$0.010

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2006, $2,385,066, or, if subsequently determined to be different, the net capital gain of such year.

During fiscal year ended 2006, 100% of the fund's income dividends was free from federal income tax, and 11.33% of the fund's income dividends was subject to the federal alternative minimum tax.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

Fidelity Investments Money
Management, Inc.

Fidelity Research & Analysis Company (formerly Fidelity Management & Research (Far East) 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 Investments Institutional Operations Company, Inc.

Boston, MA

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-UANN-0207
1.787736.103

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

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor
Intermediate Municipal Income
Fund - Class A, Class T, Class B
and Class C

Annual Report

December 31, 2006

Class A, Class T, Class B, and Class C are classes of Fidelity® Intermediate Municipal Income Fund

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

Annual Report

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We have seen consistently strong performance from stocks and bonds of late, and some relief in energy prices, but the housing market slowdown bears watching for how it might affect the consumer. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended December 31, 2006

Past 1
year

Past 5
years

Past 10
years

Class A (incl. 4.75% sales charge) A

-1.16%

3.83%

4.66%

Class T (incl. 3.50% sales charge) B

0.08%

4.09%

4.79%

Class B (incl. contingent deferred sales charge) C

-1.98%

4.33%

5.08%

Class C (incl. contingent deferred sales charge) D

2.03%

4.67%

5.08%

A Class A shares bear a 0.15% 12b-1 fee that is reflected in returns after October 31, 2005. The initial offering of Class A shares took place on October 31, 2005. Returns prior to October 31, 2005 are those of Intermediate Municipal Income, the original class of the fund, which does not bear a 12b-1 fee. Had Class A shares' 12b-1 fee been reflected, returns prior to October 31, 2005 would have been lower.

B Class T shares bear a 0.25% 12b-1 fee that is reflected in returns after October 31, 2005. The initial offering of Class T shares took place on October 31, 2005. Returns prior to October 31, 2005 are those of Intermediate Municipal Income, the original class of the fund, which does not bear a 12b-1 fee. Had Class T shares' 12b-1 fee been reflected, returns prior to October 31, 2005 would have been lower.

C Class B shares bear a 0.90% 12b-1 fee that is reflected in returns after October 31, 2005. The initial offering of Class B shares took place on October 31, 2005. Returns prior to October 31, 2005 are those of Intermediate Municipal Income, the original class of the fund, which does not bear a 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to October 31, 2005 would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five year and past 10 year total return figures are 5%, 2% and 0%, respectively.

D Class C shares bear a 1.00% 12b-1 fee that is reflected in returns after October 31, 2005. The initial offering of Class C shares took place on October 31, 2005. Returns prior to October 31, 2005 are those of Intermediate Municipal Income, the original class of the fund, which does not bear a 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to October 31, 2005 would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five year and past 10 year total return figures are 1%, 0% and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Intermediate Municipal Income Fund - Class T on December 31, 1996, and the current 3.50% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® Municipal Bond Index performed over the same period. The initial class offering of Class T took place on October 31, 2005. See the previous page for additional information regarding the performance of Class T.



Annual Report

Management's Discussion of Fund Performance

Comments from Mark Sommer, Portfolio Manager of Fidelity Advisor Intermediate Municipal Income Fund

Growing investor demand and a strong second-half rally helped municipal bonds post solid returns and take their place as one of the best performing investment-grade debt classes for the year ending December 31, 2006. Throughout roughly the first six months of the period, muni bond prices declined as the Federal Reserve Board raised short-term interest rates to return them to a more "neutral level" and fend off inflation. Beginning in mid-summer 2006, however, munis rebounded amid hopes that the Fed would pause its rate hike campaign. Those hopes were eventually actualized when the central bank left rates unchanged at its August, September, October and December Open Market Committee meetings. Demand - which was amplified by non-traditional investors such as hedge funds - increased substantially, as investors sought out munis for their attractive after-tax yields. Investors also were drawn to the fact that unlike long-term Treasury bonds, which generally yielded less than short-term Treasuries throughout much of the period, long-term rates for munis were higher than short rates, giving investors the opportunity to lock in attractive long-term yields. Against this backdrop, the Lehman Brothers® Municipal Bond Index - a performance measure of approximately 34,000 investment-grade, fixed-rate, tax-exempt bonds - returned 4.84%. In comparison, the overall taxable bond market, as measured by the Lehman Brothers Aggregate Bond Index, returned 4.33%.

During the past year, the fund's Class A, Class T, Class B and Class C shares returned 3.77%, 3.71%, 3.02% and 3.03%, respectively (excluding sales charges). For the same one-year period, the Lehman Brothers 1-17 Year Municipal Bond Index gained 4.10%. The fund's performance relative to the index was helped by its overweighting in bonds that were prerefunded during the period, a process that helped boost the bonds' returns. My decision to overweight longer-term bonds also was a plus because they outpaced shorter-term securities due to strong investor demand for yield-enhanced securities. While I invested in bonds of various maturities, I kept the fund's duration - meaning its interest rate sensitivity - in line with the index, a strategy that neutralized the impact of overall interest rate movements on the fund's relative performance. Performance also was aided by an overweighting relative to the index in lower-quality investment-grade bonds. They, too, were the beneficiaries of investors' appetite for higher-yielding securities. Detracting from returns was an overweighted position in premium bonds, which sell above par - meaning face value - and which underperformed discount bonds, those that sell below par.

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

Annual Report

Shareholder Expense Example

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

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

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

Annual Report

Beginning
Account Value
July 1, 2006

Ending
Account Value
December 31, 2006

Expenses Paid
During Period
*
July 1, 2006 to
December 31, 2006

Class A

Actual

$ 1,000.00

$ 1,036.40

$ 3.23**

Hypothetical A

$ 1,000.00

$ 1,022.03

$ 3.21**

Class T

Actual

$ 1,000.00

$ 1,036.20

$ 3.49

Hypothetical A

$ 1,000.00

$ 1,021.78

$ 3.47

Class B

Actual

$ 1,000.00

$ 1,032.60

$ 7.02

Hypothetical A

$ 1,000.00

$ 1,018.30

$ 6.97

Class C

Actual

$ 1,000.00

$ 1,033.30

$ 7.33

Hypothetical A

$ 1,000.00

$ 1,018.00

$ 7.27

Intermediate Municipal Income

Actual

$ 1,000.00

$ 1,038.50

$ 2.21

Hypothetical A

$ 1,000.00

$ 1,023.04

$ 2.19

Institutional Class

Actual

$ 1,000.00

$ 1,038.30

$ 2.52

Hypothetical A

$ 1,000.00

$ 1,022.74

$ 2.50

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

.63%**

Class T

.68%

Class B

1.37%

Class C

1.43%

Intermediate Municipal Income

.43%

Institutional Class

.49%

** If fees, effective April 1, 2007 had been in effect during the entire period, the annualized expense ratio would have been .73% and the expenses paid in the actual and hypothetical examples above would have been $3.75 and $3.72, respectively.

Annual Report

Investment Changes

Top Five States as of December 31, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

California

14.9

13.6

Texas

14.2

15.9

New York

12.5

9.8

Illinois

9.8

11.3

Washington

7.3

7.6

Top Five Sectors as of December 31, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

General Obligations

38.8

39.3

Electric Utilities

11.5

11.1

Special Tax

10.0

6.2

Transportation

9.6

10.2

Escrowed/Pre-Refunded

9.3

10.2

Average Years to Maturity as of December 31, 2006

6 months ago

Years

9.2

8.7

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 December 31, 2006

6 months ago

Years

5.1

5.1

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

Quality Diversification (% of fund's net assets)

As of December 31, 2006

As of June 30, 2006

AAA 61.3%

AAA 63.3%

AA,A 30.3%

AA,A 26.1%

BBB 6.9%

BBB 6.6%

BB and Below 0.3%

BB and Below 0.1%

Not Rated 0.7%

Not Rated 1.8%

Short-Term
Investments and
Net Other Assets 0.5%

Short-Term
Investments and
Net Other Assets 2.1%

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

Annual Report

Investments December 31, 2006

Showing Percentage of Net Assets

Municipal Bonds - 99.5%

Principal Amount (000s)

Value (Note 1) (000s)

Alabama - 1.0%

Auburn Univ. Gen. Fee Rev. Series A, 5.5% 6/1/12 (MBIA Insured)

$ 2,125

$ 2,279

Birmingham Baptist Med. Ctrs. Spl. Care Facilities Fing. Auth. Rev. (Baptist Health Sys., Inc. Proj.) Series A, 5% 11/15/09

1,200

1,226

Health Care Auth. for Baptist Health Series 2006 D, 5% 11/15/10

1,295

1,341

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

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

1,700

1,719

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

3,055

3,133

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

3,865

4,040

Jefferson County Ltd. Oblig. School Warrants Series A:

5.25% 1/1/15

2,000

2,168

5.5% 1/1/22

1,100

1,195

Jefferson County Swr. Rev. Series A, 5% 2/1/33 (Pre-Refunded to 2/1/09 @ 101) (f)

2,920

3,022

20,123

Alaska - 0.2%

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

2,935

3,121

Arizona - 0.2%

Arizona School Facilities Board Ctfs. of Prtn. Series C, 5% 9/1/09 (FSA Insured)

1,100

1,138

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

1,500

1,577

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

1,100

1,149

3,864

California - 14.9%

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

1,400

1,544

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

5.25% 12/1/16 (FGIC Insured)

5,000

5,444

5.25% 12/1/18 (FGIC Insured)

5,000

5,415

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

5.25% 5/1/12 (MBIA Insured)

4,000

4,315

5.5% 5/1/15 (AMBAC Insured)

2,600

2,848

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

California Econ. Recovery:

Series 2004 A:

5.25% 7/1/12

$ 1,210

$ 1,305

5.25% 7/1/13

7,000

7,621

Series A:

5% 7/1/15

15,200

16,452

5% 7/1/15 (MBIA Insured)

6,100

6,623

5.25% 1/1/11

700

742

5.25% 7/1/13 (MBIA Insured)

10,300

11,245

5.25% 7/1/14

15,400

16,907

5.25% 7/1/14 (FGIC Insured)

9,700

10,683

California Gen. Oblig.:

4.5% 2/1/09

2,800

2,850

5% 2/1/11

2,650

2,782

5% 3/1/15

3,000

3,244

5.125% 11/1/24

1,900

2,019

5.125% 2/1/26

1,200

1,272

5.25% 2/1/11

4,000

4,237

5.25% 3/1/12

2,210

2,369

5.25% 2/1/15

5,000

5,424

5.25% 2/1/16

8,500

9,221

5.25% 2/1/27 (MBIA Insured)

1,605

1,717

5.25% 4/1/27

1,000

1,069

5.25% 2/1/28

3,400

3,621

5.25% 11/1/29

1,200

1,280

5.25% 2/1/33

6,100

6,457

5.25% 12/1/33

6,755

7,202

5.25% 4/1/34

6,600

7,024

5.5% 3/1/11

8,500

9,094

5.5% 4/1/13 (AMBAC Insured)

1,000

1,102

5.5% 4/1/30

10,515

11,700

5.5% 4/1/30 (Pre-Refunded to 4/1/14 @ 100) (f)

1,285

1,434

5.5% 11/1/33

21,355

23,384

5.625% 5/1/20

225

241

5.625% 5/1/20 (Pre-Refunded to 5/1/10 @ 101) (f)

775

831

5.75% 10/1/10

2,200

2,358

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

3,000

3,175

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

19,346

10,181

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

California Pub. Works Board Lease Rev.:

(Butterfield State Office Complex Proj.) Series 2005 A, 5.25% 6/1/30

$ 4,300

$ 4,607

(CA State Univ. Proj.) Series A, 5% 10/1/14 (FGIC Insured)

3,405

3,689

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

5,600

6,198

Series 2005 K, 5% 11/1/16

7,195

7,764

5% 11/1/14 (FGIC Insured)

5,000

5,424

California Statewide Cmntys. Dev. Auth. Rev.:

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

1,300

1,297

(Kaiser Permanente Health Sys. Proj.):

Series 2001 A, 2.55%, tender 1/4/07 (d)

1,600

1,600

Series 2004 G, 2.3%, tender 5/1/07 (d)

4,000

3,976

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

2,290

2,492

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

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

1,900

1,953

0% 1/15/27 (a)

1,000

919

5% 1/15/16 (MBIA Insured)

1,000

1,049

5.75% 1/15/40

1,600

1,663

Golden State Tobacco Securitization Corp.:

Series 2003 A1, 6.75% 6/1/39

2,000

2,291

Series 2003 B, 5.75% 6/1/23 (Pre-Refunded to 6/1/08 @ 100) (f)

1,300

1,338

Series B, 5.5% 6/1/43 (Pre-Refunded to 6/1/13 @ 100) (f)

3,000

3,302

Los Angeles Cmnty. Redev. Agcy. Lease Rev. (Vermont Manchester Social Services Proj.) 5% 9/1/18 (AMBAC Insured)

1,425

1,536

Los Angeles Dept. Arpt. Rev. Series A, 5.25% 5/15/19 (FGIC Insured)

2,500

2,677

Los Angeles Reg'l. Arpt. Impt. Rev.:

(LAX Fuel Corp. Proj.):

5% 1/1/10 (FSA Insured) (e)

1,660

1,702

5% 1/1/11 (FSA Insured) (e)

1,740

1,801

5% 1/1/12 (FSA Insured) (e)

1,835

1,912

5% 1/1/08 (FSA Insured) (e)

1,510

1,529

Los Angeles Unified School District Series F, 5% 7/1/15 (FSA Insured)

4,000

4,307

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

2,680

2,990

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

North City West School Facilities Fing. Auth. Spl. Tax Subseries C, 5% 9/1/12 (AMBAC Insured)

$ 2,140

$ 2,285

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

2,000

2,167

San Diego County Ctfs. of Prtn.:

5% 10/1/08

1,470

1,501

5.25% 10/1/10

1,620

1,699

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

1,340

1,413

San Joaquin Hills Trans. Corridor Agcy. Toll Road Rev. Series A, 0% 1/15/12 (MBIA Insured)

3,620

2,994

Union Elementary School District Series A, 0% 9/1/20 (FGIC Insured)

1,310

736

Univ. of California Revs. Series K:

5% 5/15/14 (MBIA Insured) (c)

3,000

3,229

5% 5/15/16 (MBIA Insured) (c)

6,880

7,453

307,925

Colorado - 1.4%

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

5,000

4,028

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

2,575

2,800

Colorado Ctfs. of Prtn. (UCDHSC Fitzsimons Academic Proj.) Series B, 5% 11/1/17 (MBIA Insured)

1,000

1,080

Colorado Health Facilities Auth. Rev.:

(Adventist Health Sys. - Sunbelt Proj.):

Series E:

5% 11/15/12

2,190

2,305

5% 11/15/14

1,165

1,240

Series F:

5% 11/15/13

1,285

1,361

5% 11/15/14

1,355

1,443

(Longmont Hosp. Proj.) Series B, 5.25% 12/1/16 (Radian Asset Assurance Ltd. Insured)

1,990

2,188

Series 2001, 6.625% 11/15/26 (Pre-Refunded to 11/15/11 @ 101) (f)

2,550

2,903

Dawson Ridge Metropolitan District #1 Series 1992 A, 0% 10/1/17 (Escrowed to Maturity) (f)

3,475

2,217

Douglas and Elbert Counties School District #RE1:

5.75% 12/15/20 (FGIC Insured)

1,000

1,134

5.75% 12/15/22 (FGIC Insured)

1,000

1,131

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Colorado - continued

E-470 Pub. Hwy. Auth. Rev.:

Series 2000 A, 5.75% 9/1/29 (Pre-Refunded to 9/1/10 @ 102) (f)

$ 3,200

$ 3,488

Series B, 0% 9/1/15 (MBIA Insured)

1,400

984

28,302

District Of Columbia - 0.9%

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

2,117

District of Columbia Gen. Oblig.:

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

2,260

2,375

Series A:

5.25% 6/1/10 (FSA Insured)

1,000

1,049

5.25% 6/1/10 (MBIA Insured)

1,980

2,041

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

3,400

2,736

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

1,300

1,376

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

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

3,475

3,597

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

2,780

2,876

18,167

Florida - 4.9%

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

555

575

Broward County School Board Ctfs. of Prtn. 5.25% 7/1/20 (MBIA Insured)

1,000

1,072

Clay County School Board Ctfs. of Prtn. Series B, 5% 7/1/16 (MBIA Insured)

1,385

1,487

Flagler County School Board Ctfs. Series A, 5% 8/1/16 (FSA Insured)

2,105

2,260

Florida Correctional Privatization Communications Ctfs. of Prtn. Series A, 5% 8/1/15 (AMBAC Insured)

2,690

2,890

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

3,465

3,720

Florida Gen. Oblig. (Dept. of Trans. Right of Way Proj.) Series A, 5% 7/1/33

700

740

Highlands County Health Facilities Auth. Rev.:

(Adventist Health Sys. - Sunbelt Proj.) Series 06G, 5% 11/15/12

1,000

1,053

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Florida - continued

Highlands County Health Facilities Auth. Rev.: - continued

(Adventist Health Sys. Proj.) Series 06G, 5% 11/15/13

$ 1,600

$ 1,696

(Adventist Health Sys./Sunbelt Obligated Group Proj.):

Series B, 5% 11/15/17

1,200

1,269

3.95%, tender 9/1/12 (d)

7,550

7,523

5%, tender 11/16/09 (d)

5,000

5,144

5.25% 11/15/11 (Pre-Refunded to 11/15/08 @ 101) (f)

3,735

3,879

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

18,000

17,978

Lakeland Hosp. Sys. Rev. (Reg'l. Health Systems Proj.):

5% 11/15/12

1,340

1,412

5% 11/15/14

2,485

2,649

Lee County Solid Waste Sys. Rev. 5.25% 10/1/09 (MBIA Insured) (e)

1,000

1,033

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

1,495

1,613

Miami-Dade County School Board Ctfs. of Prtn.:

Series A:

5% 8/1/14 (AMBAC Insured) (c)

2,700

2,856

5% 8/1/15 (AMBAC Insured) (c)

5,990

6,361

5%, tender 5/1/11 (MBIA Insured) (d)

1,400

1,464

Orange County School Board Ctfs. of Prtn. Series A:

0% 8/1/13 (MBIA Insured)

2,365

1,832

5.375% 8/1/22 (Pre-Refunded to 8/1/07 @ 101) (f)

4,530

4,623

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

3,535

3,781

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

2,000

2,104

Reedy Creek Impt. District Utils. Rev. Series 2, 5.25% 10/1/12 (MBIA Insured)

15,125

16,343

Saint Lucie County School Board Ctfs. of Prtn. 5% 7/1/17 (FSA Insured)

1,410

1,509

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

1,020

1,083

Volusia County School Board Ctfs. of Prtn. (School Board of Volusia County Master Lease Prog.) 5% 8/1/08 (FSA Insured)

1,700

1,733

101,682

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Georgia - 1.2%

Atlanta Arpt. Rev.:

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

$ 1,620

$ 1,676

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

4,000

4,269

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

1,200

1,284

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

3,570

3,877

Fulton DeKalb Hosp. Auth. Hosp. Rev. 5% 1/1/10 (FSA Insured)

3,370

3,492

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

2,880

3,091

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

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

4,025

4,689

Series 2005 V:

6.6% 1/1/18 (f)

35

42

6.6% 1/1/18 (MBIA Insured)

1,550

1,826

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

1,645

875

25,121

Hawaii - 0.2%

Hawaii Arpt. Sys. Rev. Series 2000 B, 8% 7/1/10 (FGIC Insured) (e)

3,700

4,187

Illinois - 9.8%

Chicago Board of Ed.:

(Westinghouse High School Proj.) Series C:

5.25% 12/1/15 (MBIA Insured)

2,150

2,382

5.5% 12/1/23 (MBIA Insured)

1,000

1,116

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

1,150

804

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

1,000

668

Chicago Gen. Oblig.:

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

4,100

2,836

(Neighborhoods Alive Proj.) 5% 1/1/33 (AMBAC Insured)

1,600

1,676

Series 2004 A, 5.25% 1/1/29 (FSA Insured)

1,100

1,179

Series A:

5% 1/1/34 (FSA Insured)

4,900

5,144

5.25% 1/1/22 (MBIA Insured)

1,000

1,071

5.25% 1/1/33 (MBIA Insured)

2,930

3,082

5.25% 1/1/33 (Pre-Refunded to 1/1/11 @ 101) (f)

70

75

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

1,350

1,462

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

1,600

1,679

Chicago Midway Arpt. Rev. Series B:

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

2,000

2,024

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

2,740

2,773

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

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

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

$ 10,000

$ 10,543

Series A:

5% 1/1/12 (MBIA Insured)

1,100

1,163

5.5% 1/1/10 (AMBAC Insured) (e)

1,350

1,411

6.25% 1/1/08 (AMBAC Insured) (e)

8,815

9,008

5.5% 1/1/09 (AMBAC Insured) (e)

4,400

4,540

Chicago Park District Series A:

5.25% 1/1/21 (FGIC Insured)

1,765

1,898

5.5% 1/1/18 (FGIC Insured)

370

393

Chicago Sales Tax Rev. 5.5% 1/1/12 (FGIC Insured)

2,200

2,379

Chicago Spl. Trans. Rev.:

Series 2001, 5.5% 1/1/17 (Escrowed to Maturity) (f)

1,000

1,064

5.5% 1/1/12 (Escrowed to Maturity) (f)

1,470

1,578

Cook County Cmnty. Consolidated School District #21, Wheeling:

0% 12/1/13 (Escrowed to Maturity) (f)

2,500

1,905

0% 12/1/18 (Escrowed to Maturity) (f)

3,900

2,383

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

3,275

2,822

Cook County Gen. Oblig. Series B, 5.25% 11/15/28 (MBIA Insured)

600

650

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

4,275

3,545

DuPage County Forest Preserve District Rev.:

0% 11/1/09

4,000

3,591

0% 11/1/17

2,700

1,724

Granite City Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 3.85%, tender 5/1/08 (d)(e)

2,200

2,180

Grundy, Kendall & Will County Cmnty. High School District #111 Gen. Oblig. 5.5% 5/1/13 (FGIC Insured)

1,000

1,099

Hodgkins Tax Increment Rev. 5% 1/1/12

1,095

1,139

Illinois Dedicated Tax Rev. Series B, 0% 12/15/18 (AMBAC Insured)

1,800

1,093

Illinois Dev. Fin. Auth. Rev. (DePaul Univ. Proj.) Series 2004 C, 5.625% 10/1/15

1,505

1,671

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

2,500

2,502

Illinois Edl. Facilities Auth. Revs.:

(Northwestern Univ. Proj.) 5% 12/1/38

2,600

2,714

(Univ. of Chicago Proj.):

Series 2004 B1, 3.45%, tender 7/1/08 (d)

5,600

5,579

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

Illinois Edl. Facilities Auth. Revs.: - continued

(Univ. of Chicago Proj.):

Series A, 5.25% 7/1/41 (Pre-Refunded to 7/1/11 @ 101) (f)

$ 2,490

$ 2,666

Series B:

3.1%, tender 7/1/07 (d)(f)

5

5

3.1%, tender 7/1/07 (d)

3,595

3,585

Illinois Fin. Auth. Gas Supply Rev. (Peoples Gas Lt. and Coke Co. Proj.) Series A, 4.3%, tender 6/1/16 (AMBAC Insured) (d)

1,400

1,435

Illinois Fin. Auth. Rev. (DePaul Univ. Proj.):

5% 10/1/09

1,000

1,027

5% 10/1/10

1,235

1,280

5% 10/1/18 (XL Cap. Assurance, Inc. Insured)

2,815

3,006

Illinois Gen. Oblig.:

First Series:

5.25% 12/1/17 (FSA Insured)

1,000

1,078

5.375% 7/1/15 (MBIA Insured)

1,300

1,409

5.5% 8/1/10

1,400

1,483

5.5% 4/1/16 (FSA Insured)

1,000

1,084

5.5% 2/1/18 (FGIC Insured)

1,000

1,080

5.5% 8/1/19 (MBIA Insured)

1,250

1,358

5.5% 4/1/17 (MBIA Insured)

2,600

2,737

5.6% 4/1/21 (MBIA Insured)

2,800

2,949

Illinois Health Facilities Auth. Rev.:

(Condell Med. Ctr. Proj.):

5% 5/15/09

1,040

1,057

7% 5/15/22

5,000

5,457

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

2,600

2,765

(Riverside Health Sys. Proj.) 6.8% 11/15/20 (Pre-Refunded to 11/15/10 @ 101) (f)

2,755

3,081

Illinois Sales Tax Rev.:

Series W, 5% 6/15/13

3,430

3,467

6% 6/15/20

1,600

1,710

Illinois Toll Hwy. Auth. Toll Hwy. Rev. Series 2006 A2, 5% 1/1/31 (FSA Insured)

7,600

8,078

Kane & DeKalb Counties Cmnty. Unit School District #302 5.8% 2/1/22 (FGIC Insured)

1,500

1,680

Kane, McHenry, Cook & DeKalb Counties Cmnty. Unit School District #300, Carpentersville 0% 12/1/18 (AMBAC Insured)

4,555

2,770

Lake County Cmnty. High School District #117, Antioch Series B, 0% 12/1/20 (FGIC Insured)

5,300

2,929

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

Lake County Cmnty. Unit School District #60 Waukegan:

Series C:

0% 12/1/13 (FSA Insured)

$ 5,590

$ 4,269

0% 12/1/14 (FSA Insured)

5,180

3,781

0% 12/1/15 (FSA Insured)

3,810

2,663

Series D:

0% 12/1/09 (FSA Insured)

3,480

3,115

0% 12/1/10 (FSA Insured)

3,380

2,912

Lake County Warren Township High School District #121, Gurnee Series C, 5.75% 3/1/20 (AMBAC Insured)

2,370

2,690

Metropolitan Pier & Exposition Auth. Dedicated State Tax Rev.:

(McCormick Place Expansion Proj.):

Series 2002 A, 5.75% 6/15/41 (MBIA Insured)

7,100

7,800

Series A:

0% 6/15/11 (Escrowed to Maturity) (f)

7,780

6,558

0% 6/15/16 (FGIC Insured)

2,050

1,396

0% 6/15/17 (FGIC Insured)

3,240

2,107

0% 6/15/20 (FGIC Insured)

1,400

789

Series 2002 A, 0% 6/15/14 (FGIC Insured)

4,135

3,074

Series A, 5% 12/15/28 (MBIA Insured)

1,000

1,048

Univ. of Illinois Auxiliary Facilities Sys. Rev. (UIC South Campus Dev. Proj.) 5.75% 1/15/19 (Pre-Refunded to 1/15/10 @ 100) (f)

1,000

1,059

Univ. of Illinois Ctfs. of Prtn. (Util. Infrastructure Proj.) 5% 8/15/11 (AMBAC Insured)

1,300

1,369

Will County Cmnty. Unit School District #365, Valley View 0% 11/1/17 (FSA Insured)

1,300

832

Will County Forest Preservation District Series B, 0% 12/1/14 (FGIC Insured)

1,000

730

201,913

Indiana - 4.5%

Avon 2000 Cmnty. School Bldg. Corp. 5% 1/15/18 (FSA Insured)

1,475

1,590

Carmel High School Bldg. Corp.:

5% 7/10/13 (FSA Insured)

1,145

1,228

5% 1/10/14 (FSA Insured)

1,180

1,271

5% 7/10/14 (FSA Insured)

1,215

1,313

Clark-Pleasant 2004 School Bldg. Corp. 5.25% 7/15/21 (FSA Insured)

1,405

1,521

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Indiana - continued

Columbus Repair and Renovation School Bldg. Corp.:

5% 7/15/16 (MBIA Insured)

$ 1,640

$ 1,778

5% 7/15/17 (MBIA Insured)

1,720

1,859

Crown Point Multi-School Bldg. Corp. (Crown Point Cmnty. School Corp. Proj.) 0% 1/15/18 (MBIA Insured)

6,850

4,294

East Allen Woodlan School Bldg. Corp.:

5% 1/15/11 (MBIA Insured)

1,030

1,080

5% 1/15/12 (MBIA Insured)

1,295

1,372

Franklin Township Independent School Bldg. Corp., Marion County 5% 7/15/15 (MBIA Insured)

1,700

1,849

GCS School Bldg. Corp. One:

5% 7/15/16 (FSA Insured)

1,170

1,260

5.5% 7/15/12 (FSA Insured)

1,280

1,395

Goshen Multi-School Bldg. Corp. 5% 1/15/13 (MBIA Insured)

1,755

1,876

Hamilton Heights School Bldg. Corp.:

5.25% 7/15/15 (FSA Insured)

1,010

1,113

5.25% 7/15/16 (FSA Insured)

2,095

2,322

Hobart Bldg. Corp. 6.5% 1/15/29 (FGIC Insured)

7,680

9,597

Indiana Dev. Fin. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 4.7%, tender 10/1/15 (d)(e)

1,250

1,275

Indiana Muni. Pwr. Agcy. Pwr. Supply Sys. Rev. Series A, 5% 1/1/32 (FGIC Insured)

1,150

1,214

Indiana Trans. Fin. Auth. Hwy.:

Series 1993 A:

0% 12/1/17 (AMBAC Insured)

1,470

935

0% 6/1/18 (AMBAC Insured)

1,740

1,081

Series A, 0% 6/1/17 (AMBAC Insured)

3,000

1,950

Indianapolis Local Pub. Impt. Bond Bank (Indianapolis Arpt. Auth. Proj.):

Series 2006 F, 5.25% 1/1/13 (AMBAC Insured) (e)

1,110

1,188

Series I:

5% 1/1/09 (MBIA Insured) (e)

1,600

1,636

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

3,545

3,681

Indianapolis Resource Recovery Rev. (Ogden Martin Sys., Inc. Proj.) 6.75% 12/1/07 (AMBAC Insured)

3,000

3,068

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

5,000

5,419

Lawrenceburg School Bldg. Corp. 5.5% 7/15/17 (FGIC Insured)

1,090

1,190

Michigan City School Bldg. Corp. 5% 1/1/12 (MBIA Insured)

2,210

2,331

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Indiana - continued

Perry Township Multi-School Bldg. Corp. 5.25% 1/10/14 (FSA Insured)

$ 2,075

$ 2,253

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

9,000

9,619

Portage Township Multi-School Bldg. Corp.:

5.25% 7/15/19 (MBIA Insured)

1,530

1,669

5.25% 7/15/27 (MBIA Insured)

1,310

1,416

Rockport Poll. Cont. Rev.:

(AEP Generating Co. Proj.) Series 1995 A, 4.15%, tender 7/15/11 (AMBAC Insured) (d)

2,000

2,035

4.9%, tender 6/1/07 (d)

5,005

5,022

South Harrison School Bldg. Corp. Series A, 5.5% 7/15/20 (FSA Insured)

2,550

2,846

Southmont School Bldg. Corp.:

5% 1/15/14 (FGIC Insured)

1,690

1,807

5% 7/15/17 (FGIC Insured)

2,000

2,119

Wawasee Cmnty. School Corp. New Elementary and Remodeling Bldg. Corp. 5% 7/15/15 (FSA Insured)

1,455

1,582

Westfield Washington Multi-School Bldg. Corp. Series A, 5% 1/15/12 (FSA Insured)

1,005

1,065

93,119

Iowa - 0.2%

Tobacco Settlement Auth. Tobacco Settlement Rev. 5.3% 6/1/25 (Pre-Refunded to 6/1/11 @ 101) (f)

3,000

3,176

Kansas - 0.5%

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

2,800

2,819

Kansas Dev. Fin. Auth. Rev.:

(Sisters of Charity of Leavenworth Health Svcs. Corp. Proj.):

5.25% 12/1/10 (MBIA Insured)

2,230

2,298

5.25% 12/1/11 (MBIA Insured)

1,805

1,860

Series II, 5.5% 11/1/19

1,000

1,094

5.5% 11/1/20

1,000

1,095

Topeka Combined Util. Impt. Rev. Series 2005 A, 6% 8/1/23 (XL Cap. Assurance, Inc. Insured)

1,430

1,672

10,838

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) (e)

$ 1,645

$ 1,699

Louisville & Jefferson County Reg'l. Arpt. Auth. Arpt. Sys. Rev. Series C, 5.5% 7/1/12 (FSA Insured) (e)

2,250

2,423

4,122

Louisiana - 0.8%

Caddo Parish School District Series A:

5.25% 3/1/15 (FSA Insured)

1,070

1,178

5.25% 3/1/16 (FSA Insured)

1,290

1,429

East Baton Rouge Parish Pub. Impt. Sales Tax Rev. Series B, 5% 2/1/12 (AMBAC Insured)

1,000

1,059

Ernest N. Morial-New Orleans Exhibit Hall Auth. Spl. Tax Series A, 5.25% 7/15/11 (AMBAC Insured)

2,700

2,873

Louisiana Offshore Term. Auth. Deepwater Port Rev. (LOOP LLC Proj.) Series 2003 D, 4%, tender 9/1/08 (d)

3,300

3,310

Louisiana State Citizens Property Ins. Corp. Assessment Rev. Series B, 5.25% 6/1/14 (AMBAC Insured)

5,000

5,471

New Orleans Gen. Oblig. 0% 9/1/13 (AMBAC Insured)

1,400

1,062

16,382

Maine - 0.1%

Maine Tpk. Auth. Tpk. Rev. Series 2000, 5.75% 7/1/28 (Pre-Refunded to 7/1/10 @ 101) (f)

1,810

1,948

Maryland - 0.2%

Maryland Health & Higher Edl. Facilities Auth. Rev. (Johns Hopkins Health Sys. Proj.) Series B, 5% 5/15/35

1,300

1,375

Univ. of Maryland Sys. Auxiliary Facility & Tuition Rev. Series A, 5.125% 4/1/23

3,000

3,178

4,553

Massachusetts - 3.0%

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

260

277

Massachusetts Dept. of Agricultural Resources Higher Ed. Rev. Series A:

5% 1/1/12

715

753

5% 1/1/13

750

796

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

6.375% 8/1/14

1,315

1,427

6.375% 8/1/15

2,460

2,670

6.375% 8/1/16

2,570

2,791

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Massachusetts - continued

Massachusetts Dev. Fin. Agcy. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 5.5%, tender 5/1/14 (d)(e)

$ 3,000

$ 3,205

Massachusetts Fed. Hwy. Series 2000 A:

5.75% 6/15/11

4,000

4,291

5.75% 6/15/13

3,000

3,227

Massachusetts Gen. Oblig.:

Series 6D, 5% 8/1/22

700

755

Series C, 5.25% 11/1/30 (Pre-Refunded to 11/1/12 @ 100) (f)

2,000

2,157

Series D:

5% 10/1/23 (Pre-Refunded to 10/1/13 @ 100) (f)

1,800

1,931

5.25% 10/1/20 (Pre-Refunded to 10/1/13 @ 100) (f)

5,900

6,415

Series E:

5% 11/1/23 (AMBAC Insured)

16,600

17,881

5% 11/1/24 (AMBAC Insured)

1,900

2,047

Massachusetts Port Auth. Spl. Facilities Rev. (Delta Air Lines, Inc. Proj.) Series A:

5.5% 1/1/12 (AMBAC Insured) (e)

1,000

1,057

5.5% 1/1/14 (AMBAC Insured) (e)

1,000

1,055

5.5% 1/1/17 (AMBAC Insured) (e)

4,040

4,247

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

3,950

4,145

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

25

26

61,153

Michigan - 3.3%

Clarkston Cmnty. Schools 5.375% 5/1/22 (Pre-Refunded to 5/1/13 @ 100) (f)

1,000

1,094

Detroit City School District Series A, 5.5% 5/1/11 (FSA Insured)

3,355

3,598

Detroit Convention Facilities Rev. (Cobo Hall Expansion Proj.):

5% 9/30/11 (MBIA Insured)

2,000

2,115

5% 9/30/12 (MBIA Insured)

1,500

1,602

Detroit Gen. Oblig.:

Series A, 5% 4/1/08 (FSA Insured)

6,600

6,703

Series B1, 5% 4/1/13 (AMBAC Insured)

2,305

2,449

Detroit Swr. Disp. Rev.:

Series 2001 D1, 5.5%, tender 7/1/08 (MBIA Insured) (d)

10,000

10,241

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Michigan - continued

Detroit Swr. Disp. Rev.: - continued

4.191% 7/1/32 (FSA Insured) (d)

$ 5,800

$ 5,809

Detroit Wtr. Supply Sys. Rev. 5.25% 7/1/14 (MBIA Insured)

2,600

2,846

Livonia Pub. School District Series II, 0% 5/1/21 (FGIC Insured) (Pre-Refunded to 5/1/07 @ 39.31) (f)

7,800

3,032

Michigan Ctfs. of Prtn. 5.75% 6/1/17 (Pre-Refunded to 6/1/10 @ 100) (f)

1,000

1,067

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

8,915

9,114

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

(Crittenton Hosp. Proj.) Series A:

5.5% 3/1/16

1,000

1,073

5.5% 3/1/17

1,885

2,023

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

8,000

8,193

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

1,195

1,210

(Oakwood Obligated Group Proj.) 5.5% 11/1/11

1,915

2,043

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

1,500

1,584

Southfield Pub. Schools Series A, 5.25% 5/1/16 (Liquidity Facility Sumitomo Bank Lease Fin., Inc. (SBLF))

1,025

1,112

66,908

Minnesota - 0.6%

Minneapolis & Saint Paul Hsg. & Redev. Auth. Health Care Sys. Rev. (Health Partners Oblig. Group Proj.):

5.25% 12/1/09

1,250

1,292

5.625% 12/1/22

575

621

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

2,445

2,539

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

5,910

6,099

Saint Paul Hsg. & Redev. Auth. Health Care Facilities Rev. (Healthpartners Oblig. Group Proj.):

5% 5/15/12

400

417

5% 5/15/13

395

414

5% 5/15/14

250

263

Saint Paul Port Auth. Lease Rev. (HealthEast Midway Campus Proj.) Series 2003 A, 5.25% 5/1/15

1,500

1,528

13,173

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Mississippi - 0.3%

Mississippi Bus. Fin. Corp. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 4.4%, tender 3/1/11 (d)(e)

$ 1,275

$ 1,279

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

3,800

3,953

Mississippi Hosp. Equip. & Facilities Auth. (South Central Reg'l. Med. Ctr. Proj.) 5% 12/1/11

1,305

1,357

6,589

Missouri - 1.1%

Bi-State Dev. Agcy. Rev. 3.95%, tender 10/1/09, LOC JPMorgan Chase Bank (d)

8,400

8,452

Fenton Tax Increment Rev. (Gravois Bluffs Redev. Proj.) 5% 4/1/13

1,000

1,045

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) (f)

1,000

1,094

5% 9/1/16 (FSA Insured)

2,030

2,182

Missouri Dev. Fin. Board Infrastructure Facilities Rev. (City of Branson-Branson Landing Proj.) Series 2005 A, 6% 6/1/20

1,000

1,159

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

2,475

Missouri Highways & Trans. Commission State Road Rev. Series 2001 A, 5.625% 2/1/13 (Pre-Refunded to 2/1/11 @ 100) (f)

2,370

2,548

Saint Louis Muni. Fin. Corp. Leasehold Rev.:

(Civil Courts Bldg. Proj.) Series 2003 A, 5% 8/1/10 (FSA Insured)

2,010

2,097

(Convention Ctr. Proj.) 5.25% 7/15/13 (AMBAC Insured)

1,880

2,041

23,093

Montana - 0.2%

Forsyth Poll. Cont. Rev. (Portland Gen. Elec. Co. Proj.) Series A, 5.2%, tender 5/1/09 (d)

4,200

4,290

Nevada - 0.4%

Clark County Arpt. Rev. Series C:

5.375% 7/1/18 (AMBAC Insured) (e)

1,500

1,605

5.375% 7/1/20 (AMBAC Insured) (e)

1,100

1,172

Clark County School District Series C, 5.375% 6/15/15 (Pre-Refunded to 6/15/12 @ 100) (f)

1,000

1,085

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nevada - continued

Las Vegas Valley Wtr. District Series B, 5.25% 6/1/17 (MBIA Insured)

$ 2,300

$ 2,474

Washoe County Gen. Oblig. Series 2000 B, 0% 7/1/16 (FSA Insured)

4,140

2,801

9,137

New Hampshire - 0.3%

Manchester School Facilities Rev. 5.5% 6/1/20 (Pre-Refunded to 6/1/13 @ 100) (f)

1,150

1,269

New Hampshire Bus. Fin. Auth. Poll. Cont. Rev.:

(United Illumination Co.) Series A, 3.65%, tender 2/1/10 (AMBAC Insured) (d)(e)

2,400

2,362

3.5%, tender 2/1/09 (d)(e)

2,600

2,570

6,201

New Jersey - 2.7%

Camden County Impt. Auth. Rev. (Cooper Health Sys. Obligated Group Proj.) Series B, 5.25% 2/15/10

1,925

1,982

Elizabeth Gen. Oblig. 5.25% 8/15/09 (MBIA Insured)

1,200

1,248

New Jersey Econ. Dev. Auth. Rev. Series 2005 O:

5.125% 3/1/28

2,000

2,138

5.25% 3/1/15

3,000

3,283

5.25% 3/1/21 (MBIA Insured)

1,200

1,307

5.25% 3/1/23

1,500

1,624

5.25% 3/1/25

4,200

4,538

5.25% 3/1/26

4,700

5,078

New Jersey Tpk. Auth. Tpk. Rev. Series A, 5% 1/1/25 (FSA Insured)

2,610

2,783

New Jersey Trans. Trust Fund Auth. Series B, 5.25% 12/15/16 (MBIA Insured)

5,000

5,553

Tobacco Settlement Fing. Corp.:

4.375% 6/1/19

4,825

4,826

5.75% 6/1/32

4,790

5,130

6.125% 6/1/24

6,400

6,924

6.375% 6/1/32

2,755

3,090

6.75% 6/1/39

3,735

4,267

Union County Impt. Auth. (Juvenile Detention Ctr. Facility Proj.) 5.5% 5/1/28 (FGIC Insured)

2,000

2,224

55,995

New Mexico - 0.4%

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

1,400

1,419

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New Mexico - continued

Farmington Poll. Cont. Rev. Series B, 3.55%, tender 4/1/10 (FGIC Insured) (d)

$ 2,410

$ 2,391

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

2,000

2,042

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

2,075

2,189

8,041

New York - 12.5%

Erie County Indl. Dev. Agcy. School Facility Rev. (Buffalo City School District Proj.):

Series 2003:

5.75% 5/1/16 (FSA Insured)

4,740

5,272

5.75% 5/1/22 (FSA Insured)

2,240

2,445

Series 2004:

5.75% 5/1/17 (FSA Insured)

2,895

3,273

5.75% 5/1/25 (FSA Insured)

1,715

1,922

5.75% 5/1/19 (FSA Insured)

5,590

6,311

5.75% 5/1/22 (FSA Insured)

8,525

9,590

Long Island Pwr. Auth. N.Y. Elec. Sys. Rev. Series B:

5% 6/1/10

2,600

2,705

5% 6/1/11

1,075

1,130

Metropolitan Trans. Auth. Rev.:

Series 2005 C:

5% 11/15/16

1,000

1,087

5.25% 11/15/14

1,000

1,094

Series F, 5.25% 11/15/27 (Pre-Refunded to 11/15/12 @ 100) (f)

1,400

1,522

Metropolitan Trans. Auth. Svc. Contract Rev.:

Series 7, 5.625% 7/1/16 (Escrowed to Maturity) (f)

2,495

2,611

Series A, 5.5% 1/1/20 (MBIA Insured)

1,600

1,743

Series B, 5.5% 7/1/19 (MBIA Insured)

1,000

1,090

New York City Gen. Oblig.:

Series 1997 H, 6% 8/1/12 (FGIC Insured)

1,700

1,895

Series 2000 A, 6.5% 5/15/11

365

400

Series 2002 C, 5.5% 8/1/13

2,000

2,183

Series 2003 I, 5.75% 3/1/16 (Pre-Refunded to 3/1/13 @ 100) (f)

2,100

2,345

Series 2005 G, 5% 8/1/14

6,500

6,987

Series 2005 J, 5% 3/1/12

3,020

3,194

Series 2005 K, 5% 8/1/11

6,000

6,312

Series A, 5.25% 11/1/14 (MBIA Insured)

600

647

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New York - continued

New York City Gen. Oblig.: - continued

Series G, 5.25% 8/1/14 (AMBAC Insured)

$ 1,000

$ 1,068

Series J, 5.5% 6/1/19

2,900

3,166

Subseries 2005 F1, 5.25% 9/1/14

3,600

3,931

New York City Indl. Dev. Agcy. Spl. Facilities Rev. (Terminal One Group Assoc. Proj.) 5% 1/1/07 (e)

1,810

1,810

New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev. Series D, 5% 6/15/39

1,600

1,687

New York State Dorm. Auth. Revs.:

(City Univ. Sys. Consolidation Proj.):

Series A:

5.75% 7/1/13

3,400

3,687

5.75% 7/1/13 (AMBAC Insured)

1,100

1,196

Series C, 7.5% 7/1/10

4,210

4,486

(Long Island Jewish Med. Ctr. Proj.) 5.25% 7/1/11 (MBIA Insured)

1,200

1,240

(Mental Health Svcs. Proj.) Series D, 5% 2/15/12 (FGIC Insured)

9,000

9,536

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

320

321

(State Univ. Edl. Facilities Proj.) Series A, 5.25% 5/15/15 (MBIA Insured)

5,500

5,999

Series 2003 A, 5% 3/15/09

3,000

3,092

New York State Envir. Facilities Corp. Clean Wtr. & Drinking Wtr. Rev. Series F:

4.875% 6/15/18

1,100

1,128

4.875% 6/15/20

2,200

2,254

5% 6/15/15

775

797

New York State Thruway Auth. Gen. Rev.:

Series 2005 G, 5.25% 1/1/27 (FSA Insured)

5,000

5,476

Series G, 5% 1/1/32 (FSA Insured)

1,300

1,381

New York State Urban Dev. Corp. Rev. (Correctional Cap. Facilities Proj.) Series A, 5.25% 1/1/14 (FSA Insured)

1,685

1,803

New York Transitional Fin. Auth. Rev.:

Series A:

5.5% 11/1/26 (b)

4,490

4,821

5.75% 2/15/16

30

32

6% 11/1/28 (b)

40,925

44,822

Series B, 5.25% 2/1/29 (b)

3,800

4,005

Tobacco Settlement Asset Securitization Corp. Series 1, 5.5% 7/15/24 (Pre-Refunded to 7/15/12 @ 100) (f)

7,875

8,382

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New York - continued

Tobacco Settlement Fing. Corp.:

Series 2004 B1, 5% 6/1/09 (FGIC Insured)

$ 3,745

$ 3,860

Series A1:

5% 6/1/11

1,540

1,542

5.25% 6/1/21 (AMBAC Insured)

2,200

2,364

5.25% 6/1/22 (AMBAC Insured)

3,450

3,708

5.5% 6/1/14

3,200

3,332

5.5% 6/1/15

9,900

10,456

5.5% 6/1/16

16,800

17,721

5.5% 6/1/17

1,900

2,028

Series C1:

5.5% 6/1/14

3,900

4,061

5.5% 6/1/15

4,900

5,175

5.5% 6/1/16

1,600

1,711

5.5% 6/1/17

4,950

5,284

5.5% 6/1/18

5,165

5,575

5.5% 6/1/19

4,700

5,123

5.5% 6/1/20

800

871

5.5% 6/1/22

600

652

Triborough Bridge & Tunnel Auth. Revs. Series 2005 A, 5.125% 1/1/22

2,000

2,115

257,456

New York & New Jersey - 0.7%

Port Auth. of New York & New Jersey:

120th Series, 5.75% 10/15/13 (MBIA Insured) (e)

7,220

7,393

124th Series, 5% 8/1/13 (FGIC Insured) (e)

1,215

1,245

Port Auth. of New York & New Jersey Spl. Oblig. Rev. (JFK Int'l. Air Term. Spl. Proj.) Series 6, 6.25% 12/1/13 (MBIA Insured) (e)

4,100

4,654

13,292

North Carolina - 1.1%

Dare County Ctfs. of Prtn.:

5.25% 6/1/16 (AMBAC Insured)

1,580

1,718

5.25% 6/1/20 (AMBAC Insured)

1,520

1,645

North Carolina Ctfs. of Prtn. (Repair and Renovation Proj.) Series B, 5.25% 6/1/17

1,400

1,524

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

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

900

930

Series A:

5.5% 1/1/11

1,590

1,675

5.75% 1/1/26

1,000

1,054

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

North Carolina - continued

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

Series B, 6.125% 1/1/09

$ 2,220

$ 2,313

Series C:

5.25% 1/1/10

2,630

2,723

5.5% 1/1/07

1,000

1,000

Series D:

5.375% 1/1/10

3,360

3,491

6% 1/1/09

2,430

2,474

North Carolina Infrastructure Fin. Corp. Ctfs. of Prtn. (North Carolina Correctional Facilities Proj.) Series A, 5% 2/1/17

2,500

2,661

23,208

North Dakota - 0.3%

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

3,685

3,996

Ward County Health Care Facility Rev. (Trinity Med. Ctr. Proj.):

5% 7/1/12

1,000

1,043

5% 7/1/14

1,000

1,053

6,092

Ohio - 0.6%

Akron Bath Copley Hosp. District Rev. (Akron Gen. Health Systems Proj.) Series A, 5% 1/1/12

1,690

1,759

Franklin County Hosp. Rev. 5.5% 5/1/21 (Pre-Refunded to 5/1/11 @ 101) (f)

2,000

2,165

Indian Hill Exempt Village School District Hamilton County 5.5% 12/1/16 (Pre-Refunded to 12/1/11 @ 100) (f)

1,060

1,148

Lake County Hosp. Impt. Facilities Rev. (Lake Hosp. Sys., Inc. Proj.) 6.875% 8/15/11 (Escrowed to Maturity) (f)

2,600

2,784

Ohio Air Quality Dev. Auth. Rev. Series 2002 A, 4.2%, tender 1/2/07 (d)

1,000

1,000

Ohio Gen. Oblig. Series 2003 D, 2.45%, tender 9/14/07 (d)

1,350

1,337

Olentangy Local School District:

5.5% 12/1/15 (FSA Insured)

25

27

5.5% 12/1/15 (Pre-Refunded to 6/1/12 @ 100) (f)

975

1,063

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Ohio - continued

Richland County Hosp. Facilities (MedCentral Health Sys. Proj.) Series B:

6.375% 11/15/22

$ 500

$ 544

6.375% 11/15/22 (Pre-Refunded to 11/15/10 @ 101) (f)

1,000

1,105

12,932

Oklahoma - 1.0%

Cherokee County Econ. Dev. Auth. Series A, 0% 11/1/11 (Escrowed to Maturity) (f)

1,000

827

Durant Cmnty. Facilities Auth. Sales Tax Rev. 5.5% 11/1/19 (XL Cap. Assurance, Inc. Insured)

1,050

1,160

Grand River Dam Auth. Rev. 6.25% 6/1/11 (AMBAC Insured)

3,360

3,703

Midwest City Muni. Auth. Cap. Impt. Rev. 5.5% 6/1/10 (Escrowed to Maturity) (f)

3,035

3,126

Oklahoma City Pub. Property Auth. Hotel Tax Rev.:

5.5% 10/1/19 (FGIC Insured)

2,165

2,423

5.5% 10/1/20 (FGIC Insured)

1,550

1,731

Tulsa County Indl. Auth. Cap. Impts. Rev. Series 2006 D, 5.25% 1/1/11 (FSA Insured)

5,465

5,773

Tulsa County Indl. Auth. Health Care Rev. (Saint Francis Health Sys. Proj.):

5% 12/15/13

1,000

1,063

5% 12/15/14

850

909

20,715

Oregon - 0.2%

Oregon Dept. Administrative Svcs. Ctfs. of Prtn. Series B, 5% 5/1/09 (FSA Insured)

720

742

Tri-County Metropolitan Trans. District Rev. Series A:

5.75% 8/1/14 (Pre-Refunded to 8/1/10 @ 100) (f)

1,520

1,625

5.75% 8/1/17 (Pre-Refunded to 8/1/10 @ 100) (f)

1,950

2,085

4,452

Pennsylvania - 2.8%

Allegheny County Arpt. Rev.:

(Pittsburg Int'l. Arpt. Proj.) Series 97A, 5.75% 1/1/13 (MBIA Insured) (e)

3,500

3,816

(Pittsburgh Int'l. Arpt. Proj.) Series A1, 5.75% 1/1/12 (MBIA Insured) (e)

1,210

1,306

Allegheny County Hosp. Dev. Auth. Rev. (UPMC Health Sys. Proj.) Series 1999 B, 4.55% 12/15/10 (AMBAC Insured)

1,330

1,353

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Pennsylvania - continued

Annville-Cleona School District 5.5% 3/1/23 (FSA Insured)

$ 1,300

$ 1,449

Canon McMillan School District Series 2001 B, 5.75% 12/1/33 (FGIC Insured)

1,400

1,494

Central Dauphin School District Gen. Oblig. 7% 2/1/27 (Pre-Refunded to 2/1/16 @ 100) (f)

1,000

1,248

Clarion County Indl. Dev. Auth. Wtr. Facilities Rev. (Pennsylvania-American Wtr. Co. Proj.) 3.6%, tender 12/1/09 (AMBAC Insured) (d)(e)

5,665

5,555

Delaware County Auth. Hosp. Rev.:

(Crozer Keystone Oblig. Group Proj.):

Series A:

5% 12/15/12

1,120

1,171

5% 12/15/13

1,155

1,214

Series B, 5% 12/15/13

3,115

3,273

(Crozer-Chester Med. Ctr. Proj.) 5.75% 12/15/13

1,165

1,265

Easton Area School District Series 2005, 7.5% 4/1/21 (FSA Insured)

2,000

2,563

Montgomery County Higher Ed. & Health Auth. Hosp. Rev. (Abington Memorial Hosp. Proj.) Series A, 6% 6/1/22 (AMBAC Insured)

3,930

4,761

Pennsylvania Econ. Dev. Fing. Auth. Exempt Facilities Rev.:

(Amtrak Proj.) Series 2001 A:

6.125% 11/1/21 (e)

1,300

1,398

6.5% 11/1/16 (e)

1,100

1,200

(Shippingport Proj.) Series A, 4.35%, tender 6/1/10 (d)(e)

2,300

2,301

Pennsylvania Higher Edl. Facilities Auth. Rev. (UPMC Health Sys. Proj.) Series 2001 A, 6% 1/15/22

4,000

4,376

Pennsylvania Tpk. Commission Tpk. Rev. Series S, 5.625% 6/1/12 (FGIC Insured)

2,500

2,723

Philadelphia Gas Works Rev. (1998 Gen. Ordinance Proj.) 4th Series, 5.25% 8/1/16 (FSA Insured)

2,355

2,543

Philadelphia Gen. Oblig. Series 2003 A, 5% 2/15/12 (XL Cap. Assurance, Inc. Insured)

1,000

1,056

Philadelphia Muni. Auth. Rev. Series B, 5.25% 11/15/11 (FSA Insured)

3,360

3,579

Philadelphia School District Series B, 5% 4/1/11 (AMBAC Insured)

2,100

2,204

Pittsburgh Gen. Oblig. Series B, 5.25% 9/1/15 (FSA Insured)

3,000

3,302

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Pennsylvania - continued

Pittsburgh School District Series A, 5% 9/1/09 (MBIA Insured)

$ 1,670

$ 1,716

West Allegheny School District Series B, 5.25% 2/1/13 (FGIC Insured)

1,345

1,457

58,323

Puerto Rico - 0.3%

Puerto Rico Govt. Dev. Bank 5% 12/1/10

6,000

6,237

Rhode Island - 0.1%

Rhode Island Health & Edl. Bldg. Corp. Rev. (Lifespan Corp. Proj.) Series A, 5% 5/15/14 (FSA Insured)

2,000

2,141

South Carolina - 1.2%

Charleston County Hosp. Facilities (Care Alliance Health Services Proj.) Series A, 5.25% 8/15/11

1,765

1,846

Columbia Gen. Oblig. Ctfs. Prtn. (Tourism Dev. Fee Pledge Proj.) Series 2003, 5.25% 6/1/18 (AMBAC Insured)

2,310

2,500

Greenville County Pub. Facilities Corp. Ctfs. of Prtn. (Courthouse and Detention Proj.) 5% 4/1/11 (AMBAC Insured)

1,565

1,646

Greenville County School District Installment Purp. Rev. 5% 12/1/10

1,700

1,775

Lexington One School Facilities Corp. Rev. (Lexington County School District No. 1 Proj.) 5% 12/1/10

680

709

Scago Edl. Facilities Corp. for Colleton School District:

5% 12/1/15 (Radian Asset Assurance, Inc. Insured)

750

805

5% 12/1/19

2,040

2,176

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) (f)

5,500

6,266

South Carolina Pub. Svc. Auth. Rev.:

Series 2005 B, 5% 1/1/10 (MBIA Insured)

3,000

3,109

Series A:

5.5% 1/1/14 (FGIC Insured)

1,300

1,440

5.5% 1/1/16 (FGIC Insured)

2,705

3,050

25,322

South Dakota - 0.3%

Minnehaha County Gen. Oblig.:

5.625% 12/1/16 (Pre-Refunded to 12/1/10 @ 100) (f)

2,000

2,136

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) (f)

$ 2,115

$ 2,255

5.625% 12/1/18 (Pre-Refunded to 12/1/10 @ 100) (f)

2,350

2,503

6,894

Tennessee - 1.4%

Clarksville Natural Gas Acquisition Corp. Gas Rev.:

5% 12/15/10

5,000

5,201

5% 12/15/11

3,285

3,448

Knox County Health Edl. & Hsg. Facilities Board Hosp. Facilities Rev. (Fort Sanders Alliance Proj.) Series C:

5.25% 1/1/15 (MBIA Insured)

1,240

1,352

6.25% 1/1/13 (MBIA Insured)

1,700

1,915

7.25% 1/1/10 (MBIA Insured)

8,000

8,762

Memphis-Shelby County Arpt. Auth. Arpt. Rev. Series A:

5% 9/1/10 (MBIA Insured)

1,755

1,834

5% 9/1/11 (MBIA Insured)

1,835

1,931

5% 9/1/13 (MBIA Insured)

2,010

2,148

Shelby County Health Edl. & Hsg. Facility Board Hosp. Rev. (Methodist Health Care Proj.) 5.5% 4/1/09 (MBIA Insured)

1,100

1,135

27,726

Texas - 14.2%

Alvin Independent School District Series A, 5.25% 2/15/17

1,015

1,106

Austin Cmnty. College District Rev. (Convention Ctr. Proj.) Series B, 0% 2/1/22 (AMBAC Insured)

1,335

698

Austin Convention Enterprises, Inc. (Convention Ctr. Proj.):

Series 2006 B, 6% 1/1/16

1,750

1,902

Series B:

6% 1/1/18

1,000

1,088

6% 1/1/19

1,335

1,448

Austin Independent School District 5.25% 8/1/11

3,515

3,745

Austin Util. Sys. Rev.:

Series A, 0% 11/15/10 (MBIA Insured)

5,200

4,488

0% 11/15/12 (AMBAC Insured)

5,645

4,506

0% 5/15/17 (FGIC Insured)

1,900

1,244

Austin Wtr. & Wastewtr. Sys. Rev.:

Series A, 5% 5/15/31 (AMBAC Insured)

2,100

2,219

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Austin Wtr. & Wastewtr. Sys. Rev.: - continued

5% 11/15/10 (MBIA Insured)

$ 1,735

$ 1,815

Bexar Metropolitan Wtr. District Wtrwks. Sys. Rev.:

5.375% 5/1/15 (FSA Insured)

175

188

5.375% 5/1/15 (Pre-Refunded to 5/1/12 @ 100) (f)

1,190

1,289

5.375% 5/1/16 (FSA Insured)

185

199

5.375% 5/1/16 (Pre-Refunded to 5/1/12 @ 100) (f)

1,240

1,343

5.375% 5/1/17 (FSA Insured)

195

209

Birdville Independent School District:

0% 2/15/12

4,150

3,401

5% 2/15/10

1,200

1,247

Boerne Independent School District 5.25% 2/1/35

1,300

1,383

Bryan Wtrwks. & Swr. Sys. Rev. 5.5% 7/1/11 (FSA Insured)

1,500

1,610

Cedar Hill Independent School District 0% 8/15/07

1,270

1,241

Clint Independent School District 5.5% 8/15/18

1,000

1,090

Comal Independent School District (School Bldg. Proj.) 5% 2/1/33

1,500

1,569

Corpus Christi Gen. Oblig. 5% 3/1/10 (AMBAC Insured)

1,565

1,626

Cypress-Fairbanks Independent School District:

Series A, 0% 2/15/16

3,640

2,515

5.75% 2/15/17 (Pre-Refunded to 2/15/12 @ 100) (f)

1,500

1,646

Dallas County Gen. Oblig. Series A, 0% 8/15/07

3,605

3,526

Dallas Independent School District Series 2005, 5.25% 8/15/11

2,000

2,132

Del Valle Independent School District:

5% 2/1/15

2,015

2,162

5% 2/1/16

2,195

2,350

5.5% 2/1/11

1,350

1,442

Denton County Gen. Oblig. 5% 7/15/14 (FSA Insured)

3,570

3,820

Denton Independent School District 5% 8/15/33

5,300

5,499

DeSoto Independent School District 0% 8/15/18

2,195

1,342

Fort Worth Independent School District 5% 2/15/12

1,500

1,591

Fort Worth Wtr. & Swr. Rev. Series A, 5% 2/15/11 (FSA Insured)

2,000

2,097

Gainesville Independent School District 5.25% 2/15/36

1,000

1,083

Garland Independent School District:

Series A, 5% 2/15/10

1,000

1,039

5.5% 2/15/12

2,180

2,298

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Garland Wtr. & Swr. Rev. 5.25% 3/1/20 (AMBAC Insured)

$ 1,170

$ 1,260

Harlandale Independent School District:

5.5% 8/15/35

15

16

5.5% 8/15/35 (Pre-Refunded to 8/15/10 @ 100) (f)

1,385

1,472

Harris County Gen. Oblig.:

(Toll Road Proj.) 0% 10/1/14 (MBIA Insured)

8,530

6,287

Series A, 5.25% 8/15/35 (FSA Insured)

4,600

4,844

0% 10/1/16 (MBIA Insured)

6,180

4,174

Harris County Health Facilities Dev. Corp. Rev. (Saint Luke's Episcopal Hosp. Proj.) Series 2001 A:

5.625% 2/15/14 (Pre-Refunded to 8/15/11 @ 100) (f)

2,500

2,705

5.625% 2/15/15 (Pre-Refunded to 8/15/11 @ 100) (f)

2,680

2,899

Houston Area Wtr. Corp. Contract Rev. (Northeast Wtr. Purification Proj.):

5.5% 3/1/15 (FGIC Insured)

1,000

1,085

5.5% 3/1/18 (FGIC Insured)

1,140

1,233

Houston Arpt. Sys. Rev.:

(Automated People Mover Proj.) Series A, 5.375% 7/15/11 (FSA Insured) (e)

3,300

3,325

Series B, 5.5% 7/1/30 (FSA Insured)

3,900

4,121

Houston Gen. Oblig. Series A, 5.25% 3/1/13

250

259

Houston Independent School District:

Series A, 0% 8/15/11

13,740

11,497

0% 8/15/10 (AMBAC Insured)

2,200

1,917

0% 8/15/15

2,000

1,414

Houston Wtr. & Swr. Sys. Rev. Series C:

0% 12/1/10 (AMBAC Insured)

2,600

2,240

0% 12/1/11 (AMBAC Insured)

8,250

6,842

Humble Independent School District:

0% 2/15/10

2,320

2,060

0% 2/15/16

1,250

867

0% 2/15/17

1,400

927

Irving Independent School District Series A, 0% 2/15/16

1,035

711

Keller Independent School District:

Series 1996 A, 0% 8/15/17

1,020

658

Series A, 0% 8/15/12

1,590

1,278

Klein Independent School District Series A:

5% 8/1/13

1,455

1,561

5% 8/1/14

5,110

5,517

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

La Joya Independent School District 5.75% 2/15/17 (Pre-Refunded to 2/15/10 @ 100) (f)

$ 2,200

$ 2,337

Lamar Consolidated Independent School District 5.25% 2/15/14

305

310

Laredo Gen. Oblig. 5.125% 8/15/11 (FGIC Insured)

2,225

2,304

Lewisville Independent School District 0% 8/15/08

5,000

4,722

Liberty Hill Independent School District (School Bldg. Proj.) 5.25% 8/1/35

3,400

3,680

Lower Colorado River Auth. Rev. 0% 1/1/09 (Escrowed to Maturity) (f)

615

571

Lower Colorado River Auth. Transmission Contract Rev. (LCRA Transmission Services Corp. Proj.) Series C, 5.25% 5/15/21 (AMBAC Insured)

2,405

2,583

Mansfield Independent School District:

5.5% 2/15/13

230

246

5.5% 2/15/13 (Pre-Refunded to 2/15/11 @ 100) (f)

1,345

1,440

5.5% 2/15/14

330

352

5.5% 2/15/14 (Pre-Refunded to 2/15/11 @ 100) (f)

1,950

2,088

5.5% 2/15/15

2,270

2,448

5.5% 2/15/16

3,450

3,721

5.5% 2/15/18

145

154

5.5% 2/15/18 (Pre-Refunded to 2/15/11 @ 100) (f)

855

916

5.5% 2/15/19

2,530

2,693

Mesquite Independent School District:

3.65%, tender 12/1/08 (Liquidity Facility JPMorgan Chase Bank) (d)(f)

2,700

2,700

5.375% 8/15/11

430

442

Midway Independent School District 0% 8/15/19

1,400

820

Montgomery County Gen. Oblig. Series A:

5.625% 3/1/19 (FSA Insured)

520

567

5.625% 3/1/19 (Pre-Refunded to 3/1/12 @ 100) (f)

3,480

3,802

Mount Pleasant Independent School District 5.5% 2/15/17 (Pre-Refunded to 8/15/11 @ 100) (f)

1,010

1,090

Navasota Independent School District:

5.25% 8/15/34 (FGIC Insured)

1,000

1,075

5.5% 8/15/26 (FGIC Insured)

1,225

1,356

New Braunfels Independent School District 5.5% 2/1/15

1,135

1,209

North Central Health Facilities Dev. Corp. Rev. Series 1997 B, 5.75% 2/15/15 (MBIA Insured)

2,520

2,838

North Texas Tollway Auth. Dallas North Tollway Sys. Rev. Series A, 5% 1/1/28 (AMBAC Insured)

3,300

3,455

Northside Independent School District:

Series A, 5.25% 2/15/17

2,975

3,188

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Northside Independent School District: - continued

5.5% 2/15/13

$ 1,090

$ 1,164

5.5% 2/15/13 (Pre-Refunded to 2/15/11 @ 100) (f)

1,220

1,306

5.5% 2/15/16 (Pre-Refunded to 2/15/11 @ 100) (f)

530

568

Pearland Independent School District Series A, 5.875% 2/15/19 (Pre-Refunded to 2/15/11 @ 100) (f)

1,000

1,085

Pflugerville Independent School District:

5.75% 8/15/14 (Pre-Refunded to 8/15/10 @ 100) (f)

1,000

1,072

5.75% 8/15/17 (Pre-Refunded to 8/15/10 @ 100) (f)

500

536

Red River Ed. Fin. Corp. Ed. Rev. (Hockaday School Proj.) 5.75% 5/15/19 (Pre-Refunded to 5/15/10 @ 100) (f)

1,210

1,291

Rockwall Independent School District:

5.375% 2/15/17

20

22

5.375% 2/15/17 (Pre-Refunded to 2/15/12 @ 100) (f)

1,025

1,107

5.375% 2/15/18

25

27

5.375% 2/15/18 (Pre-Refunded to 2/15/12 @ 100) (f)

1,345

1,453

5.625% 2/15/11

3,865

4,149

Round Rock Independent School District:

Series 2001 A:

5.5% 8/1/13 (Pre-Refunded to 8/1/11 @ 100) (f)

1,940

2,092

5.5% 8/1/15 (Pre-Refunded to 8/1/11 @ 100) (f)

1,510

1,628

5.375% 8/1/15 (Pre-Refunded to 8/1/12 @ 100) (f)

1,000

1,087

5.375% 8/1/17 (Pre-Refunded to 8/1/12 @ 100) (f)

1,050

1,141

San Antonio Elec. & Gas Sys. Rev.:

5.375% 2/1/17

3,495

3,755

5.375% 2/1/17 (Pre-Refunded to 2/1/12 @ 100) (f)

2,505

2,699

5.75% 2/1/11 (Escrowed to Maturity) (f)

1,410

1,480

San Antonio Muni. Drainage Util. Sys. Rev.:

5.25% 2/1/13 (MBIA Insured)

1,740

1,880

5.25% 2/1/14 (MBIA Insured)

1,835

2,000

San Antonio Wtr. Sys. Rev. Series A, 5% 5/15/32 (FSA Insured)

700

728

San Marcos Consolidated Independent School District:

5% 8/1/16

1,190

1,279

5.25% 8/1/21 (Pre-Refunded to 8/1/14 @ 100) (f)

3,650

4,018

Snyder Independent School District 5.25% 2/15/26 (AMBAC Insured)

1,350

1,465

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Southwest Higher Ed. Auth. Rev. (Southern Methodist Univ. Proj.) 5.5% 10/1/12 (AMBAC Insured)

$ 2,905

$ 3,168

Spring Branch Independent School District:

Series 2001, 5.375% 2/1/14

2,700

2,868

5.375% 2/1/18

1,400

1,485

Tarrant County Health Facilities Dev. Corp. Hosp. Rev. 5.375% 11/15/20 (Pre-Refunded to 11/15/08 @ 101) (f)

1,250

1,301

Texas Gen. Oblig. (College Student Ln. Prog.):

5.25% 8/1/09 (e)

6,885

7,129

5.375% 8/1/10 (e)

1,915

2,012

Texas Muni. Pwr. Agcy. Rev. 0% 9/1/16 (MBIA Insured)

2,200

1,487

Texas Pub. Fin. Auth. Rev.:

(Bldg. and Procurement Commission Proj.) Series A, 5% 2/1/10 (AMBAC Insured)

1,000

1,037

(Stephen F. Austin State Univ. Proj.) 5% 10/15/14 (MBIA Insured)

1,300

1,405

Texas State Univ. Sys. Fing. Rev. 5% 3/15/12 (FSA Insured)

2,000

2,119

Texas Tpk. Auth. Central Tpk. Sys. Rev. 5.75% 8/15/38 (AMBAC Insured)

10,110

11,007

Texas Wtr. Dev. Board Rev.:

Series A, 5.5% 7/15/21

1,700

1,771

Series B, 5.625% 7/15/21

2,010

2,118

Town Ctr. Impt. District Sales & Hotel Occupancy Tax 5.625% 3/1/18 (FGIC Insured)

2,280

2,434

Tyler Health Facilities Dev. Corp. Hosp. Rev. (Mother Frances Hosp. Reg'l. Health Care Ctr. Proj.) 5.25% 7/1/10

4,080

4,231

Waxahachie Independent School District:

0% 8/15/14

1,460

1,078

0% 8/15/20 (Pre-Refunded to 8/15/10 @ 51.59) (f)

4,780

2,151

0% 8/15/21 (Pre-Refunded to 8/15/10 @ 48.18) (f)

3,860

1,622

White Settlement Independent School District 5.75% 8/15/34

1,250

1,364

Williamson County Gen. Oblig. 5.5% 2/15/19 (FSA Insured)

35

37

Wylie Independent School District 0% 8/15/20

1,000

557

Ysleta Independent School District 0% 8/15/11

1,100

920

291,805

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Utah - 0.4%

Intermountain Pwr. Agcy. Pwr. Supply Rev. Series B, 5.75% 7/1/16 (MBIA Insured)

$ 370

$ 381

Salt Lake County Hosp. Rev. (IHC Health Svcs., Inc. Proj.) 5.5% 5/15/12 (AMBAC Insured)

5,000

5,377

Utah Muni. Pwr. Agcy. Elec. Sys. Rev. Series A, 5% 7/1/10 (AMBAC Insured)

2,740

2,856

8,614

Vermont - 0.2%

Vermont Edl. & Health Bldg. Fing. Agcy. Rev. (Fletcher Allen Health Care, Inc. Proj.):

Series 2000 A, 6.125% 12/1/27 (AMBAC Insured)

2,800

3,039

Series A, 5.75% 12/1/18 (AMBAC Insured)

1,200

1,289

4,328

Virginia - 0.4%

Amelia County Indl. Dev. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 4.05%, tender 4/1/08 (d)(e)

1,700

1,689

Arlington County Indl. Dev. Auth. Resource Recovery Rev. (Alexandria/Arlington Waste Proj.) Series B, 5.375% 1/1/11 (FSA Insured) (e)

2,750

2,835

Virginia Hsg. Dev. Auth. Multi-family Hsg. Rev. Series I:

5.75% 5/1/07 (e)

1,380

1,384

5.85% 5/1/08 (e)

1,370

1,383

7,291

Washington - 7.3%

Chelan County Pub. Util. District #1 Columbia River-Rock Island Hydro-Elec. Sys. Rev. Series A:

0% 6/1/17 (MBIA Insured)

2,800

1,802

0% 6/1/24 (MBIA Insured)

1,525

704

0% 6/1/29 (MBIA Insured)

5,600

2,048

Chelan County Pub. Util. District #1 Rev. Series 2005 A, 5.125%, tender 7/1/15 (FGIC Insured) (d)(e)

1,000

1,060

Chelan County School District #246, Wenatchee 5.5% 12/1/19 (FSA Insured)

1,300

1,412

Clark County Pub. Util. District #1 Elec. Rev.:

Series B:

5.25% 1/1/10 (FSA Insured)

1,630

1,701

5.25% 1/1/11 (FSA Insured)

1,715

1,812

5% 1/1/10 (MBIA Insured)

2,000

2,073

Clark County School District #114, Evergreen 5.375% 12/1/14 (FSA Insured)

2,000

2,164

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Washington - continued

Clark County School District #37, Vancouver Series C, 0% 12/1/19 (FGIC Insured)

$ 3,000

$ 1,728

Cowlitz County Gen. Oblig. 5.5% 11/1/11 (Pre-Refunded to 11/1/09 @ 100) (f)

460

483

Energy Northwest Elec. Rev. (#1 Proj.):

Series 2006 A, 5% 7/1/13

5,000

5,345

Series B, 6% 7/1/17 (MBIA Insured)

4,000

4,428

Franklin County Pub. Util. District #1 Elec. Rev. 5.625% 9/1/21 (MBIA Insured)

2,000

2,181

Grant County Pub. Util. District #2 Wanapum Hydro Elec. Rev.:

Second Series B, 5.25% 1/1/14 (MBIA Insured) (e)

1,235

1,289

Series B, 5.25% 1/1/16 (FGIC Insured) (e)

1,000

1,073

King County Swr. Rev. Series B:

5.5% 1/1/15 (FSA Insured)

7,245

7,807

5.5% 1/1/17 (FSA Insured)

2,565

2,758

Port of Seattle Rev.:

Series 2000 B, 5.5% 2/1/08 (MBIA Insured) (e)

6,225

6,344

Series B:

5.25% 9/1/07 (FGIC Insured) (e)

3,185

3,218

5.5% 9/1/08 (FGIC Insured) (e)

3,750

3,860

Snohomish County Pub. Hosp. District #2 (Stevens Health Care Proj.):

4.5% 12/1/07 (FGIC Insured)

1,705

1,718

4.5% 12/1/09 (FGIC Insured)

855

872

Snohomish County School District #4, Lake Stevens 5.125% 12/1/17 (FGIC Insured)

2,000

2,181

Spokane Pub. Facilities District Hotel/Motel Tax & Sales/Use Tax Rev.:

5.75% 12/1/18 (MBIA Insured)

1,000

1,113

5.75% 12/1/20 (MBIA Insured)

1,000

1,111

Tumwater School District #33, Thurston County Series 1996 B:

0% 12/1/11 (FGIC Insured)

6,415

5,315

0% 12/1/12 (FGIC Insured)

6,830

5,443

Washington Gen. Oblig.:

(Convention & Trade Ctr. Proj.) Series AT5, 0% 8/1/12 (MBIA Insured)

2,025

1,630

Series 2001 C, 5.25% 1/1/16

3,000

3,185

Series C, 5.25% 1/1/26 (FSA Insured)

2,200

2,330

Series R 97A, 0% 7/1/19 (MBIA Insured)

3,440

2,047

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Washington - continued

Washington Health Care Facilities Auth. Rev.:

(Providence Health Systems Proj.) Series 2001 A, 5.5% 10/1/13 (MBIA Insured)

$ 3,065

$ 3,288

(Swedish Health Svcs. Proj.) 5.5% 11/15/12 (AMBAC Insured)

3,000

3,120

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #1 Rev. Series 1997 B, 5.125% 7/1/13 (FSA Insured)

9,500

9,754

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #2 Rev. Series A, 5% 7/1/12 (FSA Insured)

3,500

3,633

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #3 Rev.:

Series B:

0% 7/1/07

15,130

14,865

0% 7/1/10

16,000

13,948

0% 7/1/10

2,250

1,961

0% 7/1/12 (MBIA Insured)

4,000

3,206

Series C, 7.5% 7/1/08 (MBIA Insured)

7,040

7,422

Whatcom County School District #501 Gen. Oblig.:

5% 6/1/14 (FSA Insured)

2,245

2,419

5% 12/1/14 (FSA Insured)

3,245

3,511

149,362

West Virginia - 0.1%

Kanawha/Putnam County, Huntington/Charlestown City Series 1984 A, 0% 12/1/16 (Escrowed to Maturity) (f)

1,100

719

West Virginia Commissioner of Hwys. Spl. Oblig. Series A, 5% 9/1/12 (FSA Insured)

1,500

1,596

2,315

Wisconsin - 0.9%

Badger Tobacco Asset Securitization Corp. 6.125% 6/1/27

2,180

2,334

Menasha Joint School District:

5.5% 3/1/19 (f)

970

1,043

5.5% 3/1/19 (FSA Insured)

60

64

Wisconsin Gen. Oblig. Series D, 5.4% 5/1/20 (Pre-Refunded to 5/1/11 @ 100) (f)

1,000

1,065

Wisconsin Health & Edl. Facilities Auth. Rev.:

(Marshfield Clinic Proj.) Series 2006 A, 5% 2/15/14

850

888

(Wheaton Franciscan Svcs., Inc. Proj.):

Series A, 5.5% 8/15/14

1,775

1,904

5.75% 8/15/12 (Pre-Refunded to 2/15/12 @ 101) (f)

1,760

1,899

6% 8/15/14 (Pre-Refunded to 2/15/12 @ 101) (f)

1,000

1,114

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Wisconsin - continued

Wisconsin Health & Edl. Facilities Auth. Rev.: - continued

(Wheaton Franciscan Svcs., Inc. Proj.):

6% 8/15/16 (Pre-Refunded to 2/15/12 @ 101) (f)

$ 1,000

$ 1,114

6.25% 8/15/22 (Pre-Refunded to 2/15/12 @ 101) (f)

1,600

1,800

Series 06A, 5% 8/15/12

4,795

4,999

18,224

TOTAL INVESTMENT PORTFOLIO - 99.5%

(Cost $2,012,029)

2,049,852

NET OTHER ASSETS - 0.5%

10,952

NET ASSETS - 100%

$ 2,060,804

Swap Agreements

Expiration Date

Notional Amount (000s)

Value
(000s)

Interest Rate Swaps

Receive quarterly a fixed rate equal to 3.779% and pay quarterly a floating rate based on the BMA Municipal Swap Index with Citibank

May 2010

$ 23,000

$ 215

Receive quarterly a fixed rate equal to 3.859% and pay quarterly a floating rate based on the BMA Municipal Swap Index with Goldman Sachs

May 2010

23,000

267

Receive quarterly a floating rate based on BMA Municipal Swap Index and pay quarterly a fixed rate equal to 4.391% with Citibank

May 2027

5,000

(286)

Receive quarterly a floating rate based on BMA Municipal Swap Index and pay quarterly a fixed rate equal to 4.498% with Merrill Lynch, Inc.

May 2027

5,000

(352)

$ 56,000

$ (156)

Legend

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

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

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

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

(e) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(f) Security collateralized by an amount sufficient to pay interest and principal.

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Municipal Cash Central Fund

$ 71

Other Information

The distribution of municipal securities by revenue source, as a percentage of total net assets, is as follows:

General Obligations

38.8%

Electric Utilities

11.5%

Special Tax

10.0%

Transportation

9.6%

Escrowed/Pre-Refunded

9.3%

Health Care

8.3%

Others* (individually less than 5%)

12.5%

100.0%

* Includes net other assets

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

December 31, 2006

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $2,012,029)

$ 2,049,852

Cash

8,593

Receivable for fund shares sold

1,088

Interest receivable

27,002

Prepaid expenses

10

Other receivables

131

Total assets

2,086,676

Liabilities

Payable for investments purchased
Regular delivery

$ 11

Delayed delivery

19,985

Payable for fund shares redeemed

2,675

Distributions payable

2,049

Swap agreements, at value

156

Accrued management fee

553

Distribution fees payable

2

Other affiliated payables

373

Other payables and accrued expenses

68

Total liabilities

25,872

Net Assets

$ 2,060,804

Net Assets consist of:

Paid in capital

$ 2,020,903

Undistributed net investment income

374

Accumulated undistributed net realized gain (loss) on investments

1,860

Net unrealized appreciation (depreciation) on investments

37,667

Net Assets

$ 2,060,804

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

December 31, 2006

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share
($1,811 ÷ 181.58 shares)

$ 9.97

Maximum offering price per share (100/95.25 of $9.97)

$ 10.47

Class T:
Net Asset Value
and redemption price per share
($4,408 ÷ 442.18 shares)

$ 9.97

Maximum offering price per share (100/96.50 of $9.97)

$ 10.33

Class B:
Net Asset Value
and offering price per share
($304 ÷ 30.48 shares)A

$ 9.97

Class C:
Net Asset Value
and offering price per share
($1,365 ÷ 136.80 shares)A

$ 9.98

Intermediate Municipal Income:
Net Asset Value
, offering price and redemption price per share ($2,026,368 ÷ 203,255.45 shares)

$ 9.97

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($26,548 ÷ 2,660.16 shares)

$ 9.98

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

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended December 31, 2006

Investment Income

Interest

$ 85,312

Income from Fidelity Central Funds

71

Total income

85,383

Expenses

Management fee

$ 6,297

Transfer agent fees

1,736

Distribution fees

18

Accounting fees and expenses

360

Custodian fees and expenses

31

Independent trustees' compensation

8

Registration fees

162

Audit

63

Legal

10

Miscellaneous

16

Total expenses before reductions

8,701

Expense reductions

(1,767)

6,934

Net investment income

78,449

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

2,550

Futures contracts

114

Total net realized gain (loss)

2,664

Change in net unrealized appreciation (depreciation) on:

Investment securities

(1,114)

Swap agreements

(156)

Total change in net unrealized appreciation (depreciation)

(1,270)

Net gain (loss)

1,394

Net increase (decrease) in net assets resulting from operations

$ 79,843

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
December 31, 2006

Year ended
December 31, 2005

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 78,449

$ 71,910

Net realized gain (loss)

2,664

8,840

Change in net unrealized appreciation (depreciation)

(1,270)

(34,596)

Net increase (decrease) in net assets resulting
from operations

79,843

46,154

Distributions to shareholders from net investment income

(78,385)

(71,790)

Distributions to shareholders from net realized gain

(640)

(9,634)

Total distributions

(79,025)

(81,424)

Share transactions - net increase (decrease)

117,860

164,345

Redemption fees

20

16

Total increase (decrease) in net assets

118,698

129,091

Net Assets

Beginning of period

1,942,106

1,813,015

End of period (including undistributed net investment income of $374 and undistributed net investment income of $308, respectively)

$ 2,060,804

$ 1,942,106

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

Annual Report

Financial Highlights - Class A

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.365

.060

Net realized and unrealized gain (loss)

.003

.051

Total from investment operations

.368

.111

Distributions from net investment income

(.365)

(.061)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.368)

(.101)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.97

$ 9.97

Total Return B, C, D

3.77%

1.12%

Ratios to Average Net Assets F, I

Expenses before reductions

.63%

.61% A

Expenses net of fee waivers, if any

.63%

.61% A

Expenses net of all reductions

.50%

.60% A

Net investment income

3.71%

3.55% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,811

$ 101

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Class T

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.358

.050

Net realized and unrealized gain (loss)

.004

.059

Total from investment operations

.362

.109

Distributions from net investment income

(.359)

(.059)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.362)

(.099)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.97

$ 9.97

Total Return B, C, D

3.71%

1.10%

Ratios to Average Net Assets F, I

Expenses before reductions

.68%

.78% A

Expenses net of fee waivers, if any

.68%

.78% A

Expenses net of all reductions

.59%

.76% A

Net investment income

3.62%

3.38% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,408

$ 411

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Class B

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.294

.047

Net realized and unrealized gain (loss)

.002

.051

Total from investment operations

.296

.098

Distributions from net investment income

(.293)

(.048)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.296)

(.088)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.97

$ 9.97

Total Return B, C, D

3.02%

.99%

Ratios to Average Net Assets F, I

Expenses before reductions

1.35%

1.37% A

Expenses net of fee waivers, if any

1.35%

1.37% A

Expenses net of all reductions

1.25%

1.35% A

Net investment income

2.97%

2.79% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 304

$ 101

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Class C

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.285

.046

Net realized and unrealized gain (loss)

.012

.051

Total from investment operations

.297

.097

Distributions from net investment income

(.284)

(.047)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.287)

(.087)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.98

$ 9.97

Total Return B, C, D

3.03%

.98%

Ratios to Average Net Assets F, I

Expenses before reductions

1.43%

1.47% A

Expenses net of fee waivers, if any

1.43%

1.47% A

Expenses net of all reductions

1.34%

1.45% A

Net investment income

2.88%

2.69% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,365

$ 101

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Intermediate Municipal Income

Years ended December 31,

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 10.15

$ 10.21

$ 10.23

$ 9.85

Income from Investment Operations

Net investment income B

.385

.385

.395

.410

.427

Net realized and unrealized
gain (loss)

.002

(.131)

(.022)

.120

.444

Total from investment operations

.387

.254

.373

.530

.871

Distributions from net investment income

(.384)

(.384)

(.395)

(.410)

(.431)

Distributions from net realized gain

(.003)

(.050)

(.038)

(.140)

(.060)

Total distributions

(.387)

(.434)

(.433)

(.550)

(.491)

Redemption fees added to paid
in capital B, F

-

-

-

-

-

Net asset value, end of period

$ 9.97

$ 9.97

$ 10.15

$ 10.21

$ 10.23

Total Return A

3.97%

2.56%

3.74%

5.30%

9.02%

Ratios to Average Net Assets C, E

Expenses before reductions

.43%

.43%

.43%

.44%

.45%

Expenses net of fee waivers,
if any

.43%

.42%

.43%

.44%

.45%

Expenses net of all reductions

.34%

.36%

.42%

.43%

.42%

Net investment income

3.88%

3.82%

3.89%

4.00%

4.24%

Supplemental Data

Net assets, end of period
(in millions)

$ 2,026

$ 1,941

$ 1,813

$ 1,798

$ 1,758

Portfolio turnover rate D

24%

24%

26%

31%

31%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended December 31,

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income D

.382

.061

Net realized and unrealized gain (loss)

.014

.052

Total from investment operations

.396

.113

Distributions from net investment income

(.383)

(.063)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.386)

(.103)

Redemption fees added to paid in capital D, I

-

-

Net asset value, end of period

$ 9.98

$ 9.97

Total Return B, C

4.06%

1.14%

Ratios to Average Net Assets E, H

Expenses before reductions

.49%

.48% A

Expenses net of fee waivers, if any

.49%

.48% A

Expenses net of all reductions

.36%

.47% A

Net investment income

3.86%

3.68% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 26,548

$ 179

Portfolio turnover rate F

24%

24%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

I Amount represents less than $.001 per share.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2006

1. Significant Accounting Policies.

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

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

The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotes are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at

Annual Report

1. Significant Accounting Policies - continued

Security Valuation - continued

their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and income distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

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

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 dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim 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 deferred trustees compensation.

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.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 43,283,475

Unrealized depreciation

(5,482,647)

Net unrealized appreciation (depreciation)

37,800,828

Undistributed ordinary income

209,823

Undistributed long-term capital gain

1,745,386

Cost for federal income tax purposes

$ 2,012,050,927

The tax character of distributions paid was as follows:

December 31, 2006

December 31, 2005

Tax-exempt Income

$ 78,385,057

$ 71,790,352

Ordinary Income

-

390,914

Long-term Capital Gains

639,680

9,242,987

Total

$ 79,024,737

$ 81,424,253

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 FMR, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

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

Annual Report

2. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund 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. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. 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. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Swap Agreements - continued

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."

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $626,090,912 and $472,008,692, 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 annual management fee rate was .31% of average net assets.

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 872

$ 187

Class T

0%

.25%

6,999

203

Class B

.65%

.25%

1,932

1,645

Class C

.75%

.25%

8,481

7,657

$ 18,284

$ 9,692

On January 18, 2007, the Board of Trustees approved an increase in Class A's Service fee from .15% to .25%, effective April 1, 2007.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 4.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, .75% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

On January 18, 2007, the Board of Trustees approved a change in Class A and Class T's front-end sales charge. Effective April 1, 2007, FDC will receive a front-end sales charge of up to 4.00% for selling Class A and Class T shares.

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

Retained
by FDC

Class A

$ 2,421

Class T

1,956

Class B*

988

Class C*

2,648

$ 8,013

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

Transfer Agent and Accounting Fees. Citibank, N.A. (Citibank) is the custodian, transfer agent, and shareholder servicing agent for the Fund's Class A, Class T, Class B, Class C, Intermediate Municipal Income and Institutional Class shares. Citibank has entered into a sub-arrangement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, with respect to all classes of the Fund, except for Intermediate Municipal Income, to perform the transfer, dividend disbursing, and shareholder servicing agent functions. Citibank has also entered into a sub-arrangement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR, with respect to Intermediate Municipal Income, to perform the transfer, dividend disbursing, and shareholder servicing agent functions. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. All fees are paid to FIIOC by Citibank, which is reimbursed by each class for such payments. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, each class paid the following transfer agent fees:

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent and Accounting Fees - continued

Amount

% of
Average
Net Assets

Class A

$ 792

.14

Class T

2,475

.09

Class B

246

.11

Class C

729

.09

Intermediate Municipal Income

1,720,843

.09

Institutional Class

11,172

.15

$ 1,736,257

Citibank also has a sub-arrangement with FSC to maintain the Fund's accounting records. The fee is based on the level of average net assets for the month.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

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, which amounted to $4,501 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Intermediate Municipal Income's operating expenses. During the period, this reimbursement reduced the class' expenses by $36,850.

Annual Report

6. Expense Reductions - continued

In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and accounting expenses by $31,122 and $359,802, respectively. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 609

Class T

1,904

Class B

189

Class C

561

Intermediate Municipal Income

1,327,192

Institutional Class

8,595

$ 1,339,050

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.

During the period, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the Fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

Annual Report

Notes to Financial Statements - continued

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended December 31,

2006

2005 A

From net investment income

Class A

$ 21,110

$ 616

Class T

100,820

768

Class B

6,314

487

Class C

24,255

470

Intermediate Municipal Income

77,944,342

71,787,076

Institutional Class

288,216

935

Total

$ 78,385,057

$ 71,790,352

From net realized gain

Class A

$ 367

$ 403

Class T

1,182

403

Class B

91

403

Class C

409

403

Intermediate Municipal Income

629,888

9,631,577

Institutional Class

7,743

712

Total

$ 639,680

$ 9,633,901

A Distributions for Class A, Class T, Class B, Class C and Institutional Class are for the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Years ended December 31,

Years ended December 31,

2006

2005 A

2006

2005 A

Class A

Shares sold

173,427

10,040

$ 1,725,155

$ 100,000

Reinvestment of distributions

1,631

102

16,239

1,019

Shares redeemed

(3,616)

-

(35,605)

-

Net increase (decrease)

171,442

10,142

$ 1,705,789

$ 101,019

Annual Report

9. Share Transactions - continued

Shares

Dollars

Years ended December 31,

Years ended December 31,

2006

2005 A

2006

2005 A

Class T

Shares sold

398,477

41,122

$ 3,958,313

$ 409,515

Reinvestment of distributions

9,307

107

92,469

1,069

Shares redeemed

(6,838)

-

(68,081)

-

Net increase (decrease)

400,946

41,229

$ 3,982,701

$ 410,584

Class B

Shares sold

32,080

10,040

$ 318,318

$ 100,000

Reinvestment of distributions

566

89

5,622

889

Shares redeemed

(12,297)

-

(122,210)

-

Net increase (decrease)

20,349

10,129

$ 201,730

$ 100,889

Class C

Shares sold

159,319

10,040

$ 1,585,622

$ 100,000

Reinvestment of distributions

1,510

88

14,988

873

Shares redeemed

(34,155)

-

(336,894)

-

Net increase (decrease)

126,674

10,128

$ 1,263,716

$ 100,873

Intermediate Municipal Income

Shares sold

56,726,510

54,794,604

$ 563,129,257

$ 551,450,776

Reinvestment of distributions

5,529,889

5,717,994

54,890,397

57,458,478

Shares redeemed

(53,763,407)

(44,359,637)

(533,657,302)

(445,457,502)

Net increase (decrease)

8,492,992

16,152,961

$ 84,362,352

$ 163,451,752

Institutional Class

Shares sold

2,676,982

17,755

$ 26,690,182

$ 177,000

Reinvestment of distributions

28,099

166

281,049

1,647

Shares redeemed

(62,846)

-

(626,878)

-

Net increase (decrease)

2,642,235

17,921

$ 26,344,353

$ 178,647

A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

Annual Report

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Intermediate Municipal Income Fund (a fund of Fidelity School Street Trust) at December 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Intermediate Municipal Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 13, 2007

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Each of the Trustees oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1976

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-
present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

James H. Keyes (66)

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Marie L. Knowles (60)

Year of Election or Appointment: 2001

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

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity School Street Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Kimberley H. Monasterio (43)

Year of Election or Appointment: 2007

President and Treasurer of the fund. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Boyce I. Greer (50)

Year of Election or Appointment: 2006

Vice President of the fund. Mr. Greer also serves as Vice President of certain Equity Funds (2005-present), certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). He is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. He also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

David L. Murphy (58)

Year of Election or Appointment: 2005

Vice President of the fund. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fixed-Income Funds (2005-present), and Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of Fidelity Investments Money Management, Inc. (2003-present) and an Executive Vice President of FMR (2005-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002).

Thomas J. Silvia (45)

Year of Election or Appointment: 2005

Vice President of the fund. Mr. Silvia also serves as Vice President of Fidelity's Fixed-Income Funds (2005-present), certain Balanced Funds (2005-present), certain Asset Allocation Funds (2005-present), and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

Mark Sommer (46)

Year of Election or Appointment: 2006

Vice President of the fund. Mr. Sommer also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Sommer worked as an analyst and manager.

Eric D. Roiter (58)

Year of Election or Appointment: 1998

Secretary of the fund. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of the fund. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of the fund. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of the fund. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of the fund. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-
present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of the fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of the fund. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (40)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1986

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

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of the fund. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

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

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (41)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Intermediate Municipal Income Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

Pay Date

Record Date

Capital Gains

Class A

02/05/07

02/02/07

$0.010

Class T

02/05/07

02/02/07

$0.010

Class B

02/05/07

02/02/07

$0.010

Class C

02/05/07

02/02/07

$0.010

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2006, $2,385,066, or, if subsequently determined to be different, the net capital gain of such year.

During fiscal year ended 2006, 100% of the fund's income dividends was free from federal income tax, and 11.33% of the fund's income dividends was subject to the federal alternative minimum tax.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Annual Report

Annual Report

Annual Report

Annual Report

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments
Money Management, Inc.

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

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Citibank, N.A.

New York, NY

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

ALIM-UANN-0207
1.820151.101

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor
Intermediate Municipal Income
Fund - Institutional Class

Annual Report

December 31, 2006

Institutional Class is a class of Fidelity® Intermediate Municipal Income Fund

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

Annual Report

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We have seen consistently strong performance from stocks and bonds of late, and some relief in energy prices, but the housing market slowdown bears watching for how it might affect the consumer. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended December 31, 2006

Past 1
year

Past 5
years

Past 10
years

Institutional Class A

4.06%

4.91%

5.20%

A The initial offering of Institutional Class shares took place on October 31, 2005. Returns prior to October 31, 2005 are those of Intermediate Municipal Income, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Intermediate Municipal Income Fund - Institutional Class on December 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® Municipal Bond Index performed over the same period. The initial offering of Institutional Class shares took place on October 31, 2005. See above for additional information regarding the performance of Institutional Class.



Annual Report

Management's Discussion of Fund Performance

Comments from Mark Sommer, Portfolio Manager of Fidelity Advisor Intermediate Municipal Income Fund

Growing investor demand and a strong second-half rally helped municipal bonds post solid returns and take their place as one of the best performing investment-grade debt classes for the year ending December 31, 2006. Throughout roughly the first six months of the period, muni bond prices declined as the Federal Reserve Board raised short-term interest rates to return them to a more "neutral level" and fend off inflation. Beginning in mid-summer 2006, however, munis rebounded amid hopes that the Fed would pause its rate hike campaign. Those hopes were eventually actualized when the central bank left rates unchanged at its August, September, October and December Open Market Committee meetings. Demand - which was amplified by non-traditional investors such as hedge funds - increased substantially, as investors sought out munis for their attractive after-tax yields. Investors also were drawn to the fact that unlike long-term Treasury bonds, which generally yielded less than short-term Treasuries throughout much of the period, long-term rates for munis were higher than short rates, giving investors the opportunity to lock in attractive long-term yields. Against this backdrop, the Lehman Brothers® Municipal Bond Index - a performance measure of approximately 34,000 investment-grade, fixed-rate, tax-exempt bonds - returned 4.84%. In comparison, the overall taxable bond market, as measured by the Lehman Brothers Aggregate Bond Index, returned 4.33%.

The fund's Institutional Class shares returned 4.06% during the past year, while the Lehman Brothers 1-17 Year Municipal Bond Index gained 4.10%. The fund's performance relative to the index was helped by its overweighting in bonds that were prerefunded during the period, a process that helped boost the bonds' returns. My decision to overweight longer-term bonds also was a plus because they outpaced shorter-term securities due to strong investor demand for yield-enhanced securities. While I invested in bonds of various maturities, I kept the fund's duration - meaning its interest rate sensitivity - in line with the index, a strategy that neutralized the impact of overall interest rate movements on the fund's relative performance. Performance also was aided by an overweighting relative to the index in lower-quality investment-grade bonds. They, too, were the beneficiaries of investors' appetite for higher-yielding securities. Detracting from returns was an overweighted position in premium bonds, which sell above par - meaning face value - and which underperformed discount bonds, those that sell below par.

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

Annual Report

Shareholder Expense Example

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

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

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

Annual Report

Shareholder Expense Example - continued

Beginning
Account Value
July 1, 2006

Ending
Account Value
December 31, 2006

Expenses Paid
During Period
*
July 1, 2006 to
December 31, 2006

Class A

Actual

$ 1,000.00

$ 1,036.40

$ 3.23**

Hypothetical A

$ 1,000.00

$ 1,022.03

$ 3.21**

Class T

Actual

$ 1,000.00

$ 1,036.20

$ 3.49

Hypothetical A

$ 1,000.00

$ 1,021.78

$ 3.47

Class B

Actual

$ 1,000.00

$ 1,032.60

$ 7.02

Hypothetical A

$ 1,000.00

$ 1,018.30

$ 6.97

Class C

Actual

$ 1,000.00

$ 1,033.30

$ 7.33

Hypothetical A

$ 1,000.00

$ 1,018.00

$ 7.27

Intermediate Municipal Income

Actual

$ 1,000.00

$ 1,038.50

$ 2.21

Hypothetical A

$ 1,000.00

$ 1,023.04

$ 2.19

Institutional Class

Actual

$ 1,000.00

$ 1,038.30

$ 2.52

Hypothetical A

$ 1,000.00

$ 1,022.74

$ 2.50

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

.63%**

Class T

.68%

Class B

1.37%

Class C

1.43%

Intermediate Municipal Income

.43%

Institutional Class

.49%

** If fees, effective April 1, 2007 had been in effect during the entire period, the annualized expense ratio would have been .73% and the expenses paid in the actual and hypothetical examples above would have been $3.75 and $3.72, respectively.

Annual Report

Investment Changes

Top Five States as of December 31, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

California

14.9

13.6

Texas

14.2

15.9

New York

12.5

9.8

Illinois

9.8

11.3

Washington

7.3

7.6

Top Five Sectors as of December 31, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

General Obligations

38.8

39.3

Electric Utilities

11.5

11.1

Special Tax

10.0

6.2

Transportation

9.6

10.2

Escrowed/Pre-Refunded

9.3

10.2

Average Years to Maturity as of December 31, 2006

6 months ago

Years

9.2

8.7

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 December 31, 2006

6 months ago

Years

5.1

5.1

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

Quality Diversification (% of fund's net assets)

As of December 31, 2006

As of June 30, 2006

AAA 61.3%

AAA 63.3%

AA,A 30.3%

AA,A 26.1%

BBB 6.9%

BBB 6.6%

BB and Below 0.3%

BB and Below 0.1%

Not Rated 0.7%

Not Rated 1.8%

Short-Term
Investments and
Net Other Assets 0.5%

Short-Term
Investments and
Net Other Assets 2.1%

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

Annual Report

Investments December 31, 2006

Showing Percentage of Net Assets

Municipal Bonds - 99.5%

Principal Amount (000s)

Value (Note 1) (000s)

Alabama - 1.0%

Auburn Univ. Gen. Fee Rev. Series A, 5.5% 6/1/12 (MBIA Insured)

$ 2,125

$ 2,279

Birmingham Baptist Med. Ctrs. Spl. Care Facilities Fing. Auth. Rev. (Baptist Health Sys., Inc. Proj.) Series A, 5% 11/15/09

1,200

1,226

Health Care Auth. for Baptist Health Series 2006 D, 5% 11/15/10

1,295

1,341

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

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

1,700

1,719

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

3,055

3,133

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

3,865

4,040

Jefferson County Ltd. Oblig. School Warrants Series A:

5.25% 1/1/15

2,000

2,168

5.5% 1/1/22

1,100

1,195

Jefferson County Swr. Rev. Series A, 5% 2/1/33 (Pre-Refunded to 2/1/09 @ 101) (f)

2,920

3,022

20,123

Alaska - 0.2%

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

2,935

3,121

Arizona - 0.2%

Arizona School Facilities Board Ctfs. of Prtn. Series C, 5% 9/1/09 (FSA Insured)

1,100

1,138

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

1,500

1,577

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

1,100

1,149

3,864

California - 14.9%

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

1,400

1,544

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

5.25% 12/1/16 (FGIC Insured)

5,000

5,444

5.25% 12/1/18 (FGIC Insured)

5,000

5,415

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

5.25% 5/1/12 (MBIA Insured)

4,000

4,315

5.5% 5/1/15 (AMBAC Insured)

2,600

2,848

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

California Econ. Recovery:

Series 2004 A:

5.25% 7/1/12

$ 1,210

$ 1,305

5.25% 7/1/13

7,000

7,621

Series A:

5% 7/1/15

15,200

16,452

5% 7/1/15 (MBIA Insured)

6,100

6,623

5.25% 1/1/11

700

742

5.25% 7/1/13 (MBIA Insured)

10,300

11,245

5.25% 7/1/14

15,400

16,907

5.25% 7/1/14 (FGIC Insured)

9,700

10,683

California Gen. Oblig.:

4.5% 2/1/09

2,800

2,850

5% 2/1/11

2,650

2,782

5% 3/1/15

3,000

3,244

5.125% 11/1/24

1,900

2,019

5.125% 2/1/26

1,200

1,272

5.25% 2/1/11

4,000

4,237

5.25% 3/1/12

2,210

2,369

5.25% 2/1/15

5,000

5,424

5.25% 2/1/16

8,500

9,221

5.25% 2/1/27 (MBIA Insured)

1,605

1,717

5.25% 4/1/27

1,000

1,069

5.25% 2/1/28

3,400

3,621

5.25% 11/1/29

1,200

1,280

5.25% 2/1/33

6,100

6,457

5.25% 12/1/33

6,755

7,202

5.25% 4/1/34

6,600

7,024

5.5% 3/1/11

8,500

9,094

5.5% 4/1/13 (AMBAC Insured)

1,000

1,102

5.5% 4/1/30

10,515

11,700

5.5% 4/1/30 (Pre-Refunded to 4/1/14 @ 100) (f)

1,285

1,434

5.5% 11/1/33

21,355

23,384

5.625% 5/1/20

225

241

5.625% 5/1/20 (Pre-Refunded to 5/1/10 @ 101) (f)

775

831

5.75% 10/1/10

2,200

2,358

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

3,000

3,175

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

19,346

10,181

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

California Pub. Works Board Lease Rev.:

(Butterfield State Office Complex Proj.) Series 2005 A, 5.25% 6/1/30

$ 4,300

$ 4,607

(CA State Univ. Proj.) Series A, 5% 10/1/14 (FGIC Insured)

3,405

3,689

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

5,600

6,198

Series 2005 K, 5% 11/1/16

7,195

7,764

5% 11/1/14 (FGIC Insured)

5,000

5,424

California Statewide Cmntys. Dev. Auth. Rev.:

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

1,300

1,297

(Kaiser Permanente Health Sys. Proj.):

Series 2001 A, 2.55%, tender 1/4/07 (d)

1,600

1,600

Series 2004 G, 2.3%, tender 5/1/07 (d)

4,000

3,976

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

2,290

2,492

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

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

1,900

1,953

0% 1/15/27 (a)

1,000

919

5% 1/15/16 (MBIA Insured)

1,000

1,049

5.75% 1/15/40

1,600

1,663

Golden State Tobacco Securitization Corp.:

Series 2003 A1, 6.75% 6/1/39

2,000

2,291

Series 2003 B, 5.75% 6/1/23 (Pre-Refunded to 6/1/08 @ 100) (f)

1,300

1,338

Series B, 5.5% 6/1/43 (Pre-Refunded to 6/1/13 @ 100) (f)

3,000

3,302

Los Angeles Cmnty. Redev. Agcy. Lease Rev. (Vermont Manchester Social Services Proj.) 5% 9/1/18 (AMBAC Insured)

1,425

1,536

Los Angeles Dept. Arpt. Rev. Series A, 5.25% 5/15/19 (FGIC Insured)

2,500

2,677

Los Angeles Reg'l. Arpt. Impt. Rev.:

(LAX Fuel Corp. Proj.):

5% 1/1/10 (FSA Insured) (e)

1,660

1,702

5% 1/1/11 (FSA Insured) (e)

1,740

1,801

5% 1/1/12 (FSA Insured) (e)

1,835

1,912

5% 1/1/08 (FSA Insured) (e)

1,510

1,529

Los Angeles Unified School District Series F, 5% 7/1/15 (FSA Insured)

4,000

4,307

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

2,680

2,990

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

North City West School Facilities Fing. Auth. Spl. Tax Subseries C, 5% 9/1/12 (AMBAC Insured)

$ 2,140

$ 2,285

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

2,000

2,167

San Diego County Ctfs. of Prtn.:

5% 10/1/08

1,470

1,501

5.25% 10/1/10

1,620

1,699

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

1,340

1,413

San Joaquin Hills Trans. Corridor Agcy. Toll Road Rev. Series A, 0% 1/15/12 (MBIA Insured)

3,620

2,994

Union Elementary School District Series A, 0% 9/1/20 (FGIC Insured)

1,310

736

Univ. of California Revs. Series K:

5% 5/15/14 (MBIA Insured) (c)

3,000

3,229

5% 5/15/16 (MBIA Insured) (c)

6,880

7,453

307,925

Colorado - 1.4%

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

5,000

4,028

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

2,575

2,800

Colorado Ctfs. of Prtn. (UCDHSC Fitzsimons Academic Proj.) Series B, 5% 11/1/17 (MBIA Insured)

1,000

1,080

Colorado Health Facilities Auth. Rev.:

(Adventist Health Sys. - Sunbelt Proj.):

Series E:

5% 11/15/12

2,190

2,305

5% 11/15/14

1,165

1,240

Series F:

5% 11/15/13

1,285

1,361

5% 11/15/14

1,355

1,443

(Longmont Hosp. Proj.) Series B, 5.25% 12/1/16 (Radian Asset Assurance Ltd. Insured)

1,990

2,188

Series 2001, 6.625% 11/15/26 (Pre-Refunded to 11/15/11 @ 101) (f)

2,550

2,903

Dawson Ridge Metropolitan District #1 Series 1992 A, 0% 10/1/17 (Escrowed to Maturity) (f)

3,475

2,217

Douglas and Elbert Counties School District #RE1:

5.75% 12/15/20 (FGIC Insured)

1,000

1,134

5.75% 12/15/22 (FGIC Insured)

1,000

1,131

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Colorado - continued

E-470 Pub. Hwy. Auth. Rev.:

Series 2000 A, 5.75% 9/1/29 (Pre-Refunded to 9/1/10 @ 102) (f)

$ 3,200

$ 3,488

Series B, 0% 9/1/15 (MBIA Insured)

1,400

984

28,302

District Of Columbia - 0.9%

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

2,117

District of Columbia Gen. Oblig.:

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

2,260

2,375

Series A:

5.25% 6/1/10 (FSA Insured)

1,000

1,049

5.25% 6/1/10 (MBIA Insured)

1,980

2,041

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

3,400

2,736

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

1,300

1,376

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

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

3,475

3,597

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

2,780

2,876

18,167

Florida - 4.9%

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

555

575

Broward County School Board Ctfs. of Prtn. 5.25% 7/1/20 (MBIA Insured)

1,000

1,072

Clay County School Board Ctfs. of Prtn. Series B, 5% 7/1/16 (MBIA Insured)

1,385

1,487

Flagler County School Board Ctfs. Series A, 5% 8/1/16 (FSA Insured)

2,105

2,260

Florida Correctional Privatization Communications Ctfs. of Prtn. Series A, 5% 8/1/15 (AMBAC Insured)

2,690

2,890

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

3,465

3,720

Florida Gen. Oblig. (Dept. of Trans. Right of Way Proj.) Series A, 5% 7/1/33

700

740

Highlands County Health Facilities Auth. Rev.:

(Adventist Health Sys. - Sunbelt Proj.) Series 06G, 5% 11/15/12

1,000

1,053

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Florida - continued

Highlands County Health Facilities Auth. Rev.: - continued

(Adventist Health Sys. Proj.) Series 06G, 5% 11/15/13

$ 1,600

$ 1,696

(Adventist Health Sys./Sunbelt Obligated Group Proj.):

Series B, 5% 11/15/17

1,200

1,269

3.95%, tender 9/1/12 (d)

7,550

7,523

5%, tender 11/16/09 (d)

5,000

5,144

5.25% 11/15/11 (Pre-Refunded to 11/15/08 @ 101) (f)

3,735

3,879

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

18,000

17,978

Lakeland Hosp. Sys. Rev. (Reg'l. Health Systems Proj.):

5% 11/15/12

1,340

1,412

5% 11/15/14

2,485

2,649

Lee County Solid Waste Sys. Rev. 5.25% 10/1/09 (MBIA Insured) (e)

1,000

1,033

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

1,495

1,613

Miami-Dade County School Board Ctfs. of Prtn.:

Series A:

5% 8/1/14 (AMBAC Insured) (c)

2,700

2,856

5% 8/1/15 (AMBAC Insured) (c)

5,990

6,361

5%, tender 5/1/11 (MBIA Insured) (d)

1,400

1,464

Orange County School Board Ctfs. of Prtn. Series A:

0% 8/1/13 (MBIA Insured)

2,365

1,832

5.375% 8/1/22 (Pre-Refunded to 8/1/07 @ 101) (f)

4,530

4,623

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

3,535

3,781

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

2,000

2,104

Reedy Creek Impt. District Utils. Rev. Series 2, 5.25% 10/1/12 (MBIA Insured)

15,125

16,343

Saint Lucie County School Board Ctfs. of Prtn. 5% 7/1/17 (FSA Insured)

1,410

1,509

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

1,020

1,083

Volusia County School Board Ctfs. of Prtn. (School Board of Volusia County Master Lease Prog.) 5% 8/1/08 (FSA Insured)

1,700

1,733

101,682

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Georgia - 1.2%

Atlanta Arpt. Rev.:

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

$ 1,620

$ 1,676

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

4,000

4,269

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

1,200

1,284

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

3,570

3,877

Fulton DeKalb Hosp. Auth. Hosp. Rev. 5% 1/1/10 (FSA Insured)

3,370

3,492

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

2,880

3,091

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

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

4,025

4,689

Series 2005 V:

6.6% 1/1/18 (f)

35

42

6.6% 1/1/18 (MBIA Insured)

1,550

1,826

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

1,645

875

25,121

Hawaii - 0.2%

Hawaii Arpt. Sys. Rev. Series 2000 B, 8% 7/1/10 (FGIC Insured) (e)

3,700

4,187

Illinois - 9.8%

Chicago Board of Ed.:

(Westinghouse High School Proj.) Series C:

5.25% 12/1/15 (MBIA Insured)

2,150

2,382

5.5% 12/1/23 (MBIA Insured)

1,000

1,116

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

1,150

804

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

1,000

668

Chicago Gen. Oblig.:

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

4,100

2,836

(Neighborhoods Alive Proj.) 5% 1/1/33 (AMBAC Insured)

1,600

1,676

Series 2004 A, 5.25% 1/1/29 (FSA Insured)

1,100

1,179

Series A:

5% 1/1/34 (FSA Insured)

4,900

5,144

5.25% 1/1/22 (MBIA Insured)

1,000

1,071

5.25% 1/1/33 (MBIA Insured)

2,930

3,082

5.25% 1/1/33 (Pre-Refunded to 1/1/11 @ 101) (f)

70

75

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

1,350

1,462

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

1,600

1,679

Chicago Midway Arpt. Rev. Series B:

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

2,000

2,024

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

2,740

2,773

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

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

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

$ 10,000

$ 10,543

Series A:

5% 1/1/12 (MBIA Insured)

1,100

1,163

5.5% 1/1/10 (AMBAC Insured) (e)

1,350

1,411

6.25% 1/1/08 (AMBAC Insured) (e)

8,815

9,008

5.5% 1/1/09 (AMBAC Insured) (e)

4,400

4,540

Chicago Park District Series A:

5.25% 1/1/21 (FGIC Insured)

1,765

1,898

5.5% 1/1/18 (FGIC Insured)

370

393

Chicago Sales Tax Rev. 5.5% 1/1/12 (FGIC Insured)

2,200

2,379

Chicago Spl. Trans. Rev.:

Series 2001, 5.5% 1/1/17 (Escrowed to Maturity) (f)

1,000

1,064

5.5% 1/1/12 (Escrowed to Maturity) (f)

1,470

1,578

Cook County Cmnty. Consolidated School District #21, Wheeling:

0% 12/1/13 (Escrowed to Maturity) (f)

2,500

1,905

0% 12/1/18 (Escrowed to Maturity) (f)

3,900

2,383

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

3,275

2,822

Cook County Gen. Oblig. Series B, 5.25% 11/15/28 (MBIA Insured)

600

650

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

4,275

3,545

DuPage County Forest Preserve District Rev.:

0% 11/1/09

4,000

3,591

0% 11/1/17

2,700

1,724

Granite City Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 3.85%, tender 5/1/08 (d)(e)

2,200

2,180

Grundy, Kendall & Will County Cmnty. High School District #111 Gen. Oblig. 5.5% 5/1/13 (FGIC Insured)

1,000

1,099

Hodgkins Tax Increment Rev. 5% 1/1/12

1,095

1,139

Illinois Dedicated Tax Rev. Series B, 0% 12/15/18 (AMBAC Insured)

1,800

1,093

Illinois Dev. Fin. Auth. Rev. (DePaul Univ. Proj.) Series 2004 C, 5.625% 10/1/15

1,505

1,671

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

2,500

2,502

Illinois Edl. Facilities Auth. Revs.:

(Northwestern Univ. Proj.) 5% 12/1/38

2,600

2,714

(Univ. of Chicago Proj.):

Series 2004 B1, 3.45%, tender 7/1/08 (d)

5,600

5,579

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

Illinois Edl. Facilities Auth. Revs.: - continued

(Univ. of Chicago Proj.):

Series A, 5.25% 7/1/41 (Pre-Refunded to 7/1/11 @ 101) (f)

$ 2,490

$ 2,666

Series B:

3.1%, tender 7/1/07 (d)(f)

5

5

3.1%, tender 7/1/07 (d)

3,595

3,585

Illinois Fin. Auth. Gas Supply Rev. (Peoples Gas Lt. and Coke Co. Proj.) Series A, 4.3%, tender 6/1/16 (AMBAC Insured) (d)

1,400

1,435

Illinois Fin. Auth. Rev. (DePaul Univ. Proj.):

5% 10/1/09

1,000

1,027

5% 10/1/10

1,235

1,280

5% 10/1/18 (XL Cap. Assurance, Inc. Insured)

2,815

3,006

Illinois Gen. Oblig.:

First Series:

5.25% 12/1/17 (FSA Insured)

1,000

1,078

5.375% 7/1/15 (MBIA Insured)

1,300

1,409

5.5% 8/1/10

1,400

1,483

5.5% 4/1/16 (FSA Insured)

1,000

1,084

5.5% 2/1/18 (FGIC Insured)

1,000

1,080

5.5% 8/1/19 (MBIA Insured)

1,250

1,358

5.5% 4/1/17 (MBIA Insured)

2,600

2,737

5.6% 4/1/21 (MBIA Insured)

2,800

2,949

Illinois Health Facilities Auth. Rev.:

(Condell Med. Ctr. Proj.):

5% 5/15/09

1,040

1,057

7% 5/15/22

5,000

5,457

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

2,600

2,765

(Riverside Health Sys. Proj.) 6.8% 11/15/20 (Pre-Refunded to 11/15/10 @ 101) (f)

2,755

3,081

Illinois Sales Tax Rev.:

Series W, 5% 6/15/13

3,430

3,467

6% 6/15/20

1,600

1,710

Illinois Toll Hwy. Auth. Toll Hwy. Rev. Series 2006 A2, 5% 1/1/31 (FSA Insured)

7,600

8,078

Kane & DeKalb Counties Cmnty. Unit School District #302 5.8% 2/1/22 (FGIC Insured)

1,500

1,680

Kane, McHenry, Cook & DeKalb Counties Cmnty. Unit School District #300, Carpentersville 0% 12/1/18 (AMBAC Insured)

4,555

2,770

Lake County Cmnty. High School District #117, Antioch Series B, 0% 12/1/20 (FGIC Insured)

5,300

2,929

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

Lake County Cmnty. Unit School District #60 Waukegan:

Series C:

0% 12/1/13 (FSA Insured)

$ 5,590

$ 4,269

0% 12/1/14 (FSA Insured)

5,180

3,781

0% 12/1/15 (FSA Insured)

3,810

2,663

Series D:

0% 12/1/09 (FSA Insured)

3,480

3,115

0% 12/1/10 (FSA Insured)

3,380

2,912

Lake County Warren Township High School District #121, Gurnee Series C, 5.75% 3/1/20 (AMBAC Insured)

2,370

2,690

Metropolitan Pier & Exposition Auth. Dedicated State Tax Rev.:

(McCormick Place Expansion Proj.):

Series 2002 A, 5.75% 6/15/41 (MBIA Insured)

7,100

7,800

Series A:

0% 6/15/11 (Escrowed to Maturity) (f)

7,780

6,558

0% 6/15/16 (FGIC Insured)

2,050

1,396

0% 6/15/17 (FGIC Insured)

3,240

2,107

0% 6/15/20 (FGIC Insured)

1,400

789

Series 2002 A, 0% 6/15/14 (FGIC Insured)

4,135

3,074

Series A, 5% 12/15/28 (MBIA Insured)

1,000

1,048

Univ. of Illinois Auxiliary Facilities Sys. Rev. (UIC South Campus Dev. Proj.) 5.75% 1/15/19 (Pre-Refunded to 1/15/10 @ 100) (f)

1,000

1,059

Univ. of Illinois Ctfs. of Prtn. (Util. Infrastructure Proj.) 5% 8/15/11 (AMBAC Insured)

1,300

1,369

Will County Cmnty. Unit School District #365, Valley View 0% 11/1/17 (FSA Insured)

1,300

832

Will County Forest Preservation District Series B, 0% 12/1/14 (FGIC Insured)

1,000

730

201,913

Indiana - 4.5%

Avon 2000 Cmnty. School Bldg. Corp. 5% 1/15/18 (FSA Insured)

1,475

1,590

Carmel High School Bldg. Corp.:

5% 7/10/13 (FSA Insured)

1,145

1,228

5% 1/10/14 (FSA Insured)

1,180

1,271

5% 7/10/14 (FSA Insured)

1,215

1,313

Clark-Pleasant 2004 School Bldg. Corp. 5.25% 7/15/21 (FSA Insured)

1,405

1,521

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Indiana - continued

Columbus Repair and Renovation School Bldg. Corp.:

5% 7/15/16 (MBIA Insured)

$ 1,640

$ 1,778

5% 7/15/17 (MBIA Insured)

1,720

1,859

Crown Point Multi-School Bldg. Corp. (Crown Point Cmnty. School Corp. Proj.) 0% 1/15/18 (MBIA Insured)

6,850

4,294

East Allen Woodlan School Bldg. Corp.:

5% 1/15/11 (MBIA Insured)

1,030

1,080

5% 1/15/12 (MBIA Insured)

1,295

1,372

Franklin Township Independent School Bldg. Corp., Marion County 5% 7/15/15 (MBIA Insured)

1,700

1,849

GCS School Bldg. Corp. One:

5% 7/15/16 (FSA Insured)

1,170

1,260

5.5% 7/15/12 (FSA Insured)

1,280

1,395

Goshen Multi-School Bldg. Corp. 5% 1/15/13 (MBIA Insured)

1,755

1,876

Hamilton Heights School Bldg. Corp.:

5.25% 7/15/15 (FSA Insured)

1,010

1,113

5.25% 7/15/16 (FSA Insured)

2,095

2,322

Hobart Bldg. Corp. 6.5% 1/15/29 (FGIC Insured)

7,680

9,597

Indiana Dev. Fin. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 4.7%, tender 10/1/15 (d)(e)

1,250

1,275

Indiana Muni. Pwr. Agcy. Pwr. Supply Sys. Rev. Series A, 5% 1/1/32 (FGIC Insured)

1,150

1,214

Indiana Trans. Fin. Auth. Hwy.:

Series 1993 A:

0% 12/1/17 (AMBAC Insured)

1,470

935

0% 6/1/18 (AMBAC Insured)

1,740

1,081

Series A, 0% 6/1/17 (AMBAC Insured)

3,000

1,950

Indianapolis Local Pub. Impt. Bond Bank (Indianapolis Arpt. Auth. Proj.):

Series 2006 F, 5.25% 1/1/13 (AMBAC Insured) (e)

1,110

1,188

Series I:

5% 1/1/09 (MBIA Insured) (e)

1,600

1,636

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

3,545

3,681

Indianapolis Resource Recovery Rev. (Ogden Martin Sys., Inc. Proj.) 6.75% 12/1/07 (AMBAC Insured)

3,000

3,068

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

5,000

5,419

Lawrenceburg School Bldg. Corp. 5.5% 7/15/17 (FGIC Insured)

1,090

1,190

Michigan City School Bldg. Corp. 5% 1/1/12 (MBIA Insured)

2,210

2,331

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Indiana - continued

Perry Township Multi-School Bldg. Corp. 5.25% 1/10/14 (FSA Insured)

$ 2,075

$ 2,253

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

9,000

9,619

Portage Township Multi-School Bldg. Corp.:

5.25% 7/15/19 (MBIA Insured)

1,530

1,669

5.25% 7/15/27 (MBIA Insured)

1,310

1,416

Rockport Poll. Cont. Rev.:

(AEP Generating Co. Proj.) Series 1995 A, 4.15%, tender 7/15/11 (AMBAC Insured) (d)

2,000

2,035

4.9%, tender 6/1/07 (d)

5,005

5,022

South Harrison School Bldg. Corp. Series A, 5.5% 7/15/20 (FSA Insured)

2,550

2,846

Southmont School Bldg. Corp.:

5% 1/15/14 (FGIC Insured)

1,690

1,807

5% 7/15/17 (FGIC Insured)

2,000

2,119

Wawasee Cmnty. School Corp. New Elementary and Remodeling Bldg. Corp. 5% 7/15/15 (FSA Insured)

1,455

1,582

Westfield Washington Multi-School Bldg. Corp. Series A, 5% 1/15/12 (FSA Insured)

1,005

1,065

93,119

Iowa - 0.2%

Tobacco Settlement Auth. Tobacco Settlement Rev. 5.3% 6/1/25 (Pre-Refunded to 6/1/11 @ 101) (f)

3,000

3,176

Kansas - 0.5%

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

2,800

2,819

Kansas Dev. Fin. Auth. Rev.:

(Sisters of Charity of Leavenworth Health Svcs. Corp. Proj.):

5.25% 12/1/10 (MBIA Insured)

2,230

2,298

5.25% 12/1/11 (MBIA Insured)

1,805

1,860

Series II, 5.5% 11/1/19

1,000

1,094

5.5% 11/1/20

1,000

1,095

Topeka Combined Util. Impt. Rev. Series 2005 A, 6% 8/1/23 (XL Cap. Assurance, Inc. Insured)

1,430

1,672

10,838

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) (e)

$ 1,645

$ 1,699

Louisville & Jefferson County Reg'l. Arpt. Auth. Arpt. Sys. Rev. Series C, 5.5% 7/1/12 (FSA Insured) (e)

2,250

2,423

4,122

Louisiana - 0.8%

Caddo Parish School District Series A:

5.25% 3/1/15 (FSA Insured)

1,070

1,178

5.25% 3/1/16 (FSA Insured)

1,290

1,429

East Baton Rouge Parish Pub. Impt. Sales Tax Rev. Series B, 5% 2/1/12 (AMBAC Insured)

1,000

1,059

Ernest N. Morial-New Orleans Exhibit Hall Auth. Spl. Tax Series A, 5.25% 7/15/11 (AMBAC Insured)

2,700

2,873

Louisiana Offshore Term. Auth. Deepwater Port Rev. (LOOP LLC Proj.) Series 2003 D, 4%, tender 9/1/08 (d)

3,300

3,310

Louisiana State Citizens Property Ins. Corp. Assessment Rev. Series B, 5.25% 6/1/14 (AMBAC Insured)

5,000

5,471

New Orleans Gen. Oblig. 0% 9/1/13 (AMBAC Insured)

1,400

1,062

16,382

Maine - 0.1%

Maine Tpk. Auth. Tpk. Rev. Series 2000, 5.75% 7/1/28 (Pre-Refunded to 7/1/10 @ 101) (f)

1,810

1,948

Maryland - 0.2%

Maryland Health & Higher Edl. Facilities Auth. Rev. (Johns Hopkins Health Sys. Proj.) Series B, 5% 5/15/35

1,300

1,375

Univ. of Maryland Sys. Auxiliary Facility & Tuition Rev. Series A, 5.125% 4/1/23

3,000

3,178

4,553

Massachusetts - 3.0%

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

260

277

Massachusetts Dept. of Agricultural Resources Higher Ed. Rev. Series A:

5% 1/1/12

715

753

5% 1/1/13

750

796

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

6.375% 8/1/14

1,315

1,427

6.375% 8/1/15

2,460

2,670

6.375% 8/1/16

2,570

2,791

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Massachusetts - continued

Massachusetts Dev. Fin. Agcy. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 5.5%, tender 5/1/14 (d)(e)

$ 3,000

$ 3,205

Massachusetts Fed. Hwy. Series 2000 A:

5.75% 6/15/11

4,000

4,291

5.75% 6/15/13

3,000

3,227

Massachusetts Gen. Oblig.:

Series 6D, 5% 8/1/22

700

755

Series C, 5.25% 11/1/30 (Pre-Refunded to 11/1/12 @ 100) (f)

2,000

2,157

Series D:

5% 10/1/23 (Pre-Refunded to 10/1/13 @ 100) (f)

1,800

1,931

5.25% 10/1/20 (Pre-Refunded to 10/1/13 @ 100) (f)

5,900

6,415

Series E:

5% 11/1/23 (AMBAC Insured)

16,600

17,881

5% 11/1/24 (AMBAC Insured)

1,900

2,047

Massachusetts Port Auth. Spl. Facilities Rev. (Delta Air Lines, Inc. Proj.) Series A:

5.5% 1/1/12 (AMBAC Insured) (e)

1,000

1,057

5.5% 1/1/14 (AMBAC Insured) (e)

1,000

1,055

5.5% 1/1/17 (AMBAC Insured) (e)

4,040

4,247

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

3,950

4,145

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

25

26

61,153

Michigan - 3.3%

Clarkston Cmnty. Schools 5.375% 5/1/22 (Pre-Refunded to 5/1/13 @ 100) (f)

1,000

1,094

Detroit City School District Series A, 5.5% 5/1/11 (FSA Insured)

3,355

3,598

Detroit Convention Facilities Rev. (Cobo Hall Expansion Proj.):

5% 9/30/11 (MBIA Insured)

2,000

2,115

5% 9/30/12 (MBIA Insured)

1,500

1,602

Detroit Gen. Oblig.:

Series A, 5% 4/1/08 (FSA Insured)

6,600

6,703

Series B1, 5% 4/1/13 (AMBAC Insured)

2,305

2,449

Detroit Swr. Disp. Rev.:

Series 2001 D1, 5.5%, tender 7/1/08 (MBIA Insured) (d)

10,000

10,241

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Michigan - continued

Detroit Swr. Disp. Rev.: - continued

4.191% 7/1/32 (FSA Insured) (d)

$ 5,800

$ 5,809

Detroit Wtr. Supply Sys. Rev. 5.25% 7/1/14 (MBIA Insured)

2,600

2,846

Livonia Pub. School District Series II, 0% 5/1/21 (FGIC Insured) (Pre-Refunded to 5/1/07 @ 39.31) (f)

7,800

3,032

Michigan Ctfs. of Prtn. 5.75% 6/1/17 (Pre-Refunded to 6/1/10 @ 100) (f)

1,000

1,067

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

8,915

9,114

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

(Crittenton Hosp. Proj.) Series A:

5.5% 3/1/16

1,000

1,073

5.5% 3/1/17

1,885

2,023

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

8,000

8,193

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

1,195

1,210

(Oakwood Obligated Group Proj.) 5.5% 11/1/11

1,915

2,043

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

1,500

1,584

Southfield Pub. Schools Series A, 5.25% 5/1/16 (Liquidity Facility Sumitomo Bank Lease Fin., Inc. (SBLF))

1,025

1,112

66,908

Minnesota - 0.6%

Minneapolis & Saint Paul Hsg. & Redev. Auth. Health Care Sys. Rev. (Health Partners Oblig. Group Proj.):

5.25% 12/1/09

1,250

1,292

5.625% 12/1/22

575

621

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

2,445

2,539

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

5,910

6,099

Saint Paul Hsg. & Redev. Auth. Health Care Facilities Rev. (Healthpartners Oblig. Group Proj.):

5% 5/15/12

400

417

5% 5/15/13

395

414

5% 5/15/14

250

263

Saint Paul Port Auth. Lease Rev. (HealthEast Midway Campus Proj.) Series 2003 A, 5.25% 5/1/15

1,500

1,528

13,173

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Mississippi - 0.3%

Mississippi Bus. Fin. Corp. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 4.4%, tender 3/1/11 (d)(e)

$ 1,275

$ 1,279

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

3,800

3,953

Mississippi Hosp. Equip. & Facilities Auth. (South Central Reg'l. Med. Ctr. Proj.) 5% 12/1/11

1,305

1,357

6,589

Missouri - 1.1%

Bi-State Dev. Agcy. Rev. 3.95%, tender 10/1/09, LOC JPMorgan Chase Bank (d)

8,400

8,452

Fenton Tax Increment Rev. (Gravois Bluffs Redev. Proj.) 5% 4/1/13

1,000

1,045

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) (f)

1,000

1,094

5% 9/1/16 (FSA Insured)

2,030

2,182

Missouri Dev. Fin. Board Infrastructure Facilities Rev. (City of Branson-Branson Landing Proj.) Series 2005 A, 6% 6/1/20

1,000

1,159

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

2,475

Missouri Highways & Trans. Commission State Road Rev. Series 2001 A, 5.625% 2/1/13 (Pre-Refunded to 2/1/11 @ 100) (f)

2,370

2,548

Saint Louis Muni. Fin. Corp. Leasehold Rev.:

(Civil Courts Bldg. Proj.) Series 2003 A, 5% 8/1/10 (FSA Insured)

2,010

2,097

(Convention Ctr. Proj.) 5.25% 7/15/13 (AMBAC Insured)

1,880

2,041

23,093

Montana - 0.2%

Forsyth Poll. Cont. Rev. (Portland Gen. Elec. Co. Proj.) Series A, 5.2%, tender 5/1/09 (d)

4,200

4,290

Nevada - 0.4%

Clark County Arpt. Rev. Series C:

5.375% 7/1/18 (AMBAC Insured) (e)

1,500

1,605

5.375% 7/1/20 (AMBAC Insured) (e)

1,100

1,172

Clark County School District Series C, 5.375% 6/15/15 (Pre-Refunded to 6/15/12 @ 100) (f)

1,000

1,085

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nevada - continued

Las Vegas Valley Wtr. District Series B, 5.25% 6/1/17 (MBIA Insured)

$ 2,300

$ 2,474

Washoe County Gen. Oblig. Series 2000 B, 0% 7/1/16 (FSA Insured)

4,140

2,801

9,137

New Hampshire - 0.3%

Manchester School Facilities Rev. 5.5% 6/1/20 (Pre-Refunded to 6/1/13 @ 100) (f)

1,150

1,269

New Hampshire Bus. Fin. Auth. Poll. Cont. Rev.:

(United Illumination Co.) Series A, 3.65%, tender 2/1/10 (AMBAC Insured) (d)(e)

2,400

2,362

3.5%, tender 2/1/09 (d)(e)

2,600

2,570

6,201

New Jersey - 2.7%

Camden County Impt. Auth. Rev. (Cooper Health Sys. Obligated Group Proj.) Series B, 5.25% 2/15/10

1,925

1,982

Elizabeth Gen. Oblig. 5.25% 8/15/09 (MBIA Insured)

1,200

1,248

New Jersey Econ. Dev. Auth. Rev. Series 2005 O:

5.125% 3/1/28

2,000

2,138

5.25% 3/1/15

3,000

3,283

5.25% 3/1/21 (MBIA Insured)

1,200

1,307

5.25% 3/1/23

1,500

1,624

5.25% 3/1/25

4,200

4,538

5.25% 3/1/26

4,700

5,078

New Jersey Tpk. Auth. Tpk. Rev. Series A, 5% 1/1/25 (FSA Insured)

2,610

2,783

New Jersey Trans. Trust Fund Auth. Series B, 5.25% 12/15/16 (MBIA Insured)

5,000

5,553

Tobacco Settlement Fing. Corp.:

4.375% 6/1/19

4,825

4,826

5.75% 6/1/32

4,790

5,130

6.125% 6/1/24

6,400

6,924

6.375% 6/1/32

2,755

3,090

6.75% 6/1/39

3,735

4,267

Union County Impt. Auth. (Juvenile Detention Ctr. Facility Proj.) 5.5% 5/1/28 (FGIC Insured)

2,000

2,224

55,995

New Mexico - 0.4%

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

1,400

1,419

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New Mexico - continued

Farmington Poll. Cont. Rev. Series B, 3.55%, tender 4/1/10 (FGIC Insured) (d)

$ 2,410

$ 2,391

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

2,000

2,042

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

2,075

2,189

8,041

New York - 12.5%

Erie County Indl. Dev. Agcy. School Facility Rev. (Buffalo City School District Proj.):

Series 2003:

5.75% 5/1/16 (FSA Insured)

4,740

5,272

5.75% 5/1/22 (FSA Insured)

2,240

2,445

Series 2004:

5.75% 5/1/17 (FSA Insured)

2,895

3,273

5.75% 5/1/25 (FSA Insured)

1,715

1,922

5.75% 5/1/19 (FSA Insured)

5,590

6,311

5.75% 5/1/22 (FSA Insured)

8,525

9,590

Long Island Pwr. Auth. N.Y. Elec. Sys. Rev. Series B:

5% 6/1/10

2,600

2,705

5% 6/1/11

1,075

1,130

Metropolitan Trans. Auth. Rev.:

Series 2005 C:

5% 11/15/16

1,000

1,087

5.25% 11/15/14

1,000

1,094

Series F, 5.25% 11/15/27 (Pre-Refunded to 11/15/12 @ 100) (f)

1,400

1,522

Metropolitan Trans. Auth. Svc. Contract Rev.:

Series 7, 5.625% 7/1/16 (Escrowed to Maturity) (f)

2,495

2,611

Series A, 5.5% 1/1/20 (MBIA Insured)

1,600

1,743

Series B, 5.5% 7/1/19 (MBIA Insured)

1,000

1,090

New York City Gen. Oblig.:

Series 1997 H, 6% 8/1/12 (FGIC Insured)

1,700

1,895

Series 2000 A, 6.5% 5/15/11

365

400

Series 2002 C, 5.5% 8/1/13

2,000

2,183

Series 2003 I, 5.75% 3/1/16 (Pre-Refunded to 3/1/13 @ 100) (f)

2,100

2,345

Series 2005 G, 5% 8/1/14

6,500

6,987

Series 2005 J, 5% 3/1/12

3,020

3,194

Series 2005 K, 5% 8/1/11

6,000

6,312

Series A, 5.25% 11/1/14 (MBIA Insured)

600

647

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New York - continued

New York City Gen. Oblig.: - continued

Series G, 5.25% 8/1/14 (AMBAC Insured)

$ 1,000

$ 1,068

Series J, 5.5% 6/1/19

2,900

3,166

Subseries 2005 F1, 5.25% 9/1/14

3,600

3,931

New York City Indl. Dev. Agcy. Spl. Facilities Rev. (Terminal One Group Assoc. Proj.) 5% 1/1/07 (e)

1,810

1,810

New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev. Series D, 5% 6/15/39

1,600

1,687

New York State Dorm. Auth. Revs.:

(City Univ. Sys. Consolidation Proj.):

Series A:

5.75% 7/1/13

3,400

3,687

5.75% 7/1/13 (AMBAC Insured)

1,100

1,196

Series C, 7.5% 7/1/10

4,210

4,486

(Long Island Jewish Med. Ctr. Proj.) 5.25% 7/1/11 (MBIA Insured)

1,200

1,240

(Mental Health Svcs. Proj.) Series D, 5% 2/15/12 (FGIC Insured)

9,000

9,536

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

320

321

(State Univ. Edl. Facilities Proj.) Series A, 5.25% 5/15/15 (MBIA Insured)

5,500

5,999

Series 2003 A, 5% 3/15/09

3,000

3,092

New York State Envir. Facilities Corp. Clean Wtr. & Drinking Wtr. Rev. Series F:

4.875% 6/15/18

1,100

1,128

4.875% 6/15/20

2,200

2,254

5% 6/15/15

775

797

New York State Thruway Auth. Gen. Rev.:

Series 2005 G, 5.25% 1/1/27 (FSA Insured)

5,000

5,476

Series G, 5% 1/1/32 (FSA Insured)

1,300

1,381

New York State Urban Dev. Corp. Rev. (Correctional Cap. Facilities Proj.) Series A, 5.25% 1/1/14 (FSA Insured)

1,685

1,803

New York Transitional Fin. Auth. Rev.:

Series A:

5.5% 11/1/26 (b)

4,490

4,821

5.75% 2/15/16

30

32

6% 11/1/28 (b)

40,925

44,822

Series B, 5.25% 2/1/29 (b)

3,800

4,005

Tobacco Settlement Asset Securitization Corp. Series 1, 5.5% 7/15/24 (Pre-Refunded to 7/15/12 @ 100) (f)

7,875

8,382

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New York - continued

Tobacco Settlement Fing. Corp.:

Series 2004 B1, 5% 6/1/09 (FGIC Insured)

$ 3,745

$ 3,860

Series A1:

5% 6/1/11

1,540

1,542

5.25% 6/1/21 (AMBAC Insured)

2,200

2,364

5.25% 6/1/22 (AMBAC Insured)

3,450

3,708

5.5% 6/1/14

3,200

3,332

5.5% 6/1/15

9,900

10,456

5.5% 6/1/16

16,800

17,721

5.5% 6/1/17

1,900

2,028

Series C1:

5.5% 6/1/14

3,900

4,061

5.5% 6/1/15

4,900

5,175

5.5% 6/1/16

1,600

1,711

5.5% 6/1/17

4,950

5,284

5.5% 6/1/18

5,165

5,575

5.5% 6/1/19

4,700

5,123

5.5% 6/1/20

800

871

5.5% 6/1/22

600

652

Triborough Bridge & Tunnel Auth. Revs. Series 2005 A, 5.125% 1/1/22

2,000

2,115

257,456

New York & New Jersey - 0.7%

Port Auth. of New York & New Jersey:

120th Series, 5.75% 10/15/13 (MBIA Insured) (e)

7,220

7,393

124th Series, 5% 8/1/13 (FGIC Insured) (e)

1,215

1,245

Port Auth. of New York & New Jersey Spl. Oblig. Rev. (JFK Int'l. Air Term. Spl. Proj.) Series 6, 6.25% 12/1/13 (MBIA Insured) (e)

4,100

4,654

13,292

North Carolina - 1.1%

Dare County Ctfs. of Prtn.:

5.25% 6/1/16 (AMBAC Insured)

1,580

1,718

5.25% 6/1/20 (AMBAC Insured)

1,520

1,645

North Carolina Ctfs. of Prtn. (Repair and Renovation Proj.) Series B, 5.25% 6/1/17

1,400

1,524

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

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

900

930

Series A:

5.5% 1/1/11

1,590

1,675

5.75% 1/1/26

1,000

1,054

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

North Carolina - continued

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

Series B, 6.125% 1/1/09

$ 2,220

$ 2,313

Series C:

5.25% 1/1/10

2,630

2,723

5.5% 1/1/07

1,000

1,000

Series D:

5.375% 1/1/10

3,360

3,491

6% 1/1/09

2,430

2,474

North Carolina Infrastructure Fin. Corp. Ctfs. of Prtn. (North Carolina Correctional Facilities Proj.) Series A, 5% 2/1/17

2,500

2,661

23,208

North Dakota - 0.3%

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

3,685

3,996

Ward County Health Care Facility Rev. (Trinity Med. Ctr. Proj.):

5% 7/1/12

1,000

1,043

5% 7/1/14

1,000

1,053

6,092

Ohio - 0.6%

Akron Bath Copley Hosp. District Rev. (Akron Gen. Health Systems Proj.) Series A, 5% 1/1/12

1,690

1,759

Franklin County Hosp. Rev. 5.5% 5/1/21 (Pre-Refunded to 5/1/11 @ 101) (f)

2,000

2,165

Indian Hill Exempt Village School District Hamilton County 5.5% 12/1/16 (Pre-Refunded to 12/1/11 @ 100) (f)

1,060

1,148

Lake County Hosp. Impt. Facilities Rev. (Lake Hosp. Sys., Inc. Proj.) 6.875% 8/15/11 (Escrowed to Maturity) (f)

2,600

2,784

Ohio Air Quality Dev. Auth. Rev. Series 2002 A, 4.2%, tender 1/2/07 (d)

1,000

1,000

Ohio Gen. Oblig. Series 2003 D, 2.45%, tender 9/14/07 (d)

1,350

1,337

Olentangy Local School District:

5.5% 12/1/15 (FSA Insured)

25

27

5.5% 12/1/15 (Pre-Refunded to 6/1/12 @ 100) (f)

975

1,063

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Ohio - continued

Richland County Hosp. Facilities (MedCentral Health Sys. Proj.) Series B:

6.375% 11/15/22

$ 500

$ 544

6.375% 11/15/22 (Pre-Refunded to 11/15/10 @ 101) (f)

1,000

1,105

12,932

Oklahoma - 1.0%

Cherokee County Econ. Dev. Auth. Series A, 0% 11/1/11 (Escrowed to Maturity) (f)

1,000

827

Durant Cmnty. Facilities Auth. Sales Tax Rev. 5.5% 11/1/19 (XL Cap. Assurance, Inc. Insured)

1,050

1,160

Grand River Dam Auth. Rev. 6.25% 6/1/11 (AMBAC Insured)

3,360

3,703

Midwest City Muni. Auth. Cap. Impt. Rev. 5.5% 6/1/10 (Escrowed to Maturity) (f)

3,035

3,126

Oklahoma City Pub. Property Auth. Hotel Tax Rev.:

5.5% 10/1/19 (FGIC Insured)

2,165

2,423

5.5% 10/1/20 (FGIC Insured)

1,550

1,731

Tulsa County Indl. Auth. Cap. Impts. Rev. Series 2006 D, 5.25% 1/1/11 (FSA Insured)

5,465

5,773

Tulsa County Indl. Auth. Health Care Rev. (Saint Francis Health Sys. Proj.):

5% 12/15/13

1,000

1,063

5% 12/15/14

850

909

20,715

Oregon - 0.2%

Oregon Dept. Administrative Svcs. Ctfs. of Prtn. Series B, 5% 5/1/09 (FSA Insured)

720

742

Tri-County Metropolitan Trans. District Rev. Series A:

5.75% 8/1/14 (Pre-Refunded to 8/1/10 @ 100) (f)

1,520

1,625

5.75% 8/1/17 (Pre-Refunded to 8/1/10 @ 100) (f)

1,950

2,085

4,452

Pennsylvania - 2.8%

Allegheny County Arpt. Rev.:

(Pittsburg Int'l. Arpt. Proj.) Series 97A, 5.75% 1/1/13 (MBIA Insured) (e)

3,500

3,816

(Pittsburgh Int'l. Arpt. Proj.) Series A1, 5.75% 1/1/12 (MBIA Insured) (e)

1,210

1,306

Allegheny County Hosp. Dev. Auth. Rev. (UPMC Health Sys. Proj.) Series 1999 B, 4.55% 12/15/10 (AMBAC Insured)

1,330

1,353

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Pennsylvania - continued

Annville-Cleona School District 5.5% 3/1/23 (FSA Insured)

$ 1,300

$ 1,449

Canon McMillan School District Series 2001 B, 5.75% 12/1/33 (FGIC Insured)

1,400

1,494

Central Dauphin School District Gen. Oblig. 7% 2/1/27 (Pre-Refunded to 2/1/16 @ 100) (f)

1,000

1,248

Clarion County Indl. Dev. Auth. Wtr. Facilities Rev. (Pennsylvania-American Wtr. Co. Proj.) 3.6%, tender 12/1/09 (AMBAC Insured) (d)(e)

5,665

5,555

Delaware County Auth. Hosp. Rev.:

(Crozer Keystone Oblig. Group Proj.):

Series A:

5% 12/15/12

1,120

1,171

5% 12/15/13

1,155

1,214

Series B, 5% 12/15/13

3,115

3,273

(Crozer-Chester Med. Ctr. Proj.) 5.75% 12/15/13

1,165

1,265

Easton Area School District Series 2005, 7.5% 4/1/21 (FSA Insured)

2,000

2,563

Montgomery County Higher Ed. & Health Auth. Hosp. Rev. (Abington Memorial Hosp. Proj.) Series A, 6% 6/1/22 (AMBAC Insured)

3,930

4,761

Pennsylvania Econ. Dev. Fing. Auth. Exempt Facilities Rev.:

(Amtrak Proj.) Series 2001 A:

6.125% 11/1/21 (e)

1,300

1,398

6.5% 11/1/16 (e)

1,100

1,200

(Shippingport Proj.) Series A, 4.35%, tender 6/1/10 (d)(e)

2,300

2,301

Pennsylvania Higher Edl. Facilities Auth. Rev. (UPMC Health Sys. Proj.) Series 2001 A, 6% 1/15/22

4,000

4,376

Pennsylvania Tpk. Commission Tpk. Rev. Series S, 5.625% 6/1/12 (FGIC Insured)

2,500

2,723

Philadelphia Gas Works Rev. (1998 Gen. Ordinance Proj.) 4th Series, 5.25% 8/1/16 (FSA Insured)

2,355

2,543

Philadelphia Gen. Oblig. Series 2003 A, 5% 2/15/12 (XL Cap. Assurance, Inc. Insured)

1,000

1,056

Philadelphia Muni. Auth. Rev. Series B, 5.25% 11/15/11 (FSA Insured)

3,360

3,579

Philadelphia School District Series B, 5% 4/1/11 (AMBAC Insured)

2,100

2,204

Pittsburgh Gen. Oblig. Series B, 5.25% 9/1/15 (FSA Insured)

3,000

3,302

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Pennsylvania - continued

Pittsburgh School District Series A, 5% 9/1/09 (MBIA Insured)

$ 1,670

$ 1,716

West Allegheny School District Series B, 5.25% 2/1/13 (FGIC Insured)

1,345

1,457

58,323

Puerto Rico - 0.3%

Puerto Rico Govt. Dev. Bank 5% 12/1/10

6,000

6,237

Rhode Island - 0.1%

Rhode Island Health & Edl. Bldg. Corp. Rev. (Lifespan Corp. Proj.) Series A, 5% 5/15/14 (FSA Insured)

2,000

2,141

South Carolina - 1.2%

Charleston County Hosp. Facilities (Care Alliance Health Services Proj.) Series A, 5.25% 8/15/11

1,765

1,846

Columbia Gen. Oblig. Ctfs. Prtn. (Tourism Dev. Fee Pledge Proj.) Series 2003, 5.25% 6/1/18 (AMBAC Insured)

2,310

2,500

Greenville County Pub. Facilities Corp. Ctfs. of Prtn. (Courthouse and Detention Proj.) 5% 4/1/11 (AMBAC Insured)

1,565

1,646

Greenville County School District Installment Purp. Rev. 5% 12/1/10

1,700

1,775

Lexington One School Facilities Corp. Rev. (Lexington County School District No. 1 Proj.) 5% 12/1/10

680

709

Scago Edl. Facilities Corp. for Colleton School District:

5% 12/1/15 (Radian Asset Assurance, Inc. Insured)

750

805

5% 12/1/19

2,040

2,176

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) (f)

5,500

6,266

South Carolina Pub. Svc. Auth. Rev.:

Series 2005 B, 5% 1/1/10 (MBIA Insured)

3,000

3,109

Series A:

5.5% 1/1/14 (FGIC Insured)

1,300

1,440

5.5% 1/1/16 (FGIC Insured)

2,705

3,050

25,322

South Dakota - 0.3%

Minnehaha County Gen. Oblig.:

5.625% 12/1/16 (Pre-Refunded to 12/1/10 @ 100) (f)

2,000

2,136

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) (f)

$ 2,115

$ 2,255

5.625% 12/1/18 (Pre-Refunded to 12/1/10 @ 100) (f)

2,350

2,503

6,894

Tennessee - 1.4%

Clarksville Natural Gas Acquisition Corp. Gas Rev.:

5% 12/15/10

5,000

5,201

5% 12/15/11

3,285

3,448

Knox County Health Edl. & Hsg. Facilities Board Hosp. Facilities Rev. (Fort Sanders Alliance Proj.) Series C:

5.25% 1/1/15 (MBIA Insured)

1,240

1,352

6.25% 1/1/13 (MBIA Insured)

1,700

1,915

7.25% 1/1/10 (MBIA Insured)

8,000

8,762

Memphis-Shelby County Arpt. Auth. Arpt. Rev. Series A:

5% 9/1/10 (MBIA Insured)

1,755

1,834

5% 9/1/11 (MBIA Insured)

1,835

1,931

5% 9/1/13 (MBIA Insured)

2,010

2,148

Shelby County Health Edl. & Hsg. Facility Board Hosp. Rev. (Methodist Health Care Proj.) 5.5% 4/1/09 (MBIA Insured)

1,100

1,135

27,726

Texas - 14.2%

Alvin Independent School District Series A, 5.25% 2/15/17

1,015

1,106

Austin Cmnty. College District Rev. (Convention Ctr. Proj.) Series B, 0% 2/1/22 (AMBAC Insured)

1,335

698

Austin Convention Enterprises, Inc. (Convention Ctr. Proj.):

Series 2006 B, 6% 1/1/16

1,750

1,902

Series B:

6% 1/1/18

1,000

1,088

6% 1/1/19

1,335

1,448

Austin Independent School District 5.25% 8/1/11

3,515

3,745

Austin Util. Sys. Rev.:

Series A, 0% 11/15/10 (MBIA Insured)

5,200

4,488

0% 11/15/12 (AMBAC Insured)

5,645

4,506

0% 5/15/17 (FGIC Insured)

1,900

1,244

Austin Wtr. & Wastewtr. Sys. Rev.:

Series A, 5% 5/15/31 (AMBAC Insured)

2,100

2,219

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Austin Wtr. & Wastewtr. Sys. Rev.: - continued

5% 11/15/10 (MBIA Insured)

$ 1,735

$ 1,815

Bexar Metropolitan Wtr. District Wtrwks. Sys. Rev.:

5.375% 5/1/15 (FSA Insured)

175

188

5.375% 5/1/15 (Pre-Refunded to 5/1/12 @ 100) (f)

1,190

1,289

5.375% 5/1/16 (FSA Insured)

185

199

5.375% 5/1/16 (Pre-Refunded to 5/1/12 @ 100) (f)

1,240

1,343

5.375% 5/1/17 (FSA Insured)

195

209

Birdville Independent School District:

0% 2/15/12

4,150

3,401

5% 2/15/10

1,200

1,247

Boerne Independent School District 5.25% 2/1/35

1,300

1,383

Bryan Wtrwks. & Swr. Sys. Rev. 5.5% 7/1/11 (FSA Insured)

1,500

1,610

Cedar Hill Independent School District 0% 8/15/07

1,270

1,241

Clint Independent School District 5.5% 8/15/18

1,000

1,090

Comal Independent School District (School Bldg. Proj.) 5% 2/1/33

1,500

1,569

Corpus Christi Gen. Oblig. 5% 3/1/10 (AMBAC Insured)

1,565

1,626

Cypress-Fairbanks Independent School District:

Series A, 0% 2/15/16

3,640

2,515

5.75% 2/15/17 (Pre-Refunded to 2/15/12 @ 100) (f)

1,500

1,646

Dallas County Gen. Oblig. Series A, 0% 8/15/07

3,605

3,526

Dallas Independent School District Series 2005, 5.25% 8/15/11

2,000

2,132

Del Valle Independent School District:

5% 2/1/15

2,015

2,162

5% 2/1/16

2,195

2,350

5.5% 2/1/11

1,350

1,442

Denton County Gen. Oblig. 5% 7/15/14 (FSA Insured)

3,570

3,820

Denton Independent School District 5% 8/15/33

5,300

5,499

DeSoto Independent School District 0% 8/15/18

2,195

1,342

Fort Worth Independent School District 5% 2/15/12

1,500

1,591

Fort Worth Wtr. & Swr. Rev. Series A, 5% 2/15/11 (FSA Insured)

2,000

2,097

Gainesville Independent School District 5.25% 2/15/36

1,000

1,083

Garland Independent School District:

Series A, 5% 2/15/10

1,000

1,039

5.5% 2/15/12

2,180

2,298

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Garland Wtr. & Swr. Rev. 5.25% 3/1/20 (AMBAC Insured)

$ 1,170

$ 1,260

Harlandale Independent School District:

5.5% 8/15/35

15

16

5.5% 8/15/35 (Pre-Refunded to 8/15/10 @ 100) (f)

1,385

1,472

Harris County Gen. Oblig.:

(Toll Road Proj.) 0% 10/1/14 (MBIA Insured)

8,530

6,287

Series A, 5.25% 8/15/35 (FSA Insured)

4,600

4,844

0% 10/1/16 (MBIA Insured)

6,180

4,174

Harris County Health Facilities Dev. Corp. Rev. (Saint Luke's Episcopal Hosp. Proj.) Series 2001 A:

5.625% 2/15/14 (Pre-Refunded to 8/15/11 @ 100) (f)

2,500

2,705

5.625% 2/15/15 (Pre-Refunded to 8/15/11 @ 100) (f)

2,680

2,899

Houston Area Wtr. Corp. Contract Rev. (Northeast Wtr. Purification Proj.):

5.5% 3/1/15 (FGIC Insured)

1,000

1,085

5.5% 3/1/18 (FGIC Insured)

1,140

1,233

Houston Arpt. Sys. Rev.:

(Automated People Mover Proj.) Series A, 5.375% 7/15/11 (FSA Insured) (e)

3,300

3,325

Series B, 5.5% 7/1/30 (FSA Insured)

3,900

4,121

Houston Gen. Oblig. Series A, 5.25% 3/1/13

250

259

Houston Independent School District:

Series A, 0% 8/15/11

13,740

11,497

0% 8/15/10 (AMBAC Insured)

2,200

1,917

0% 8/15/15

2,000

1,414

Houston Wtr. & Swr. Sys. Rev. Series C:

0% 12/1/10 (AMBAC Insured)

2,600

2,240

0% 12/1/11 (AMBAC Insured)

8,250

6,842

Humble Independent School District:

0% 2/15/10

2,320

2,060

0% 2/15/16

1,250

867

0% 2/15/17

1,400

927

Irving Independent School District Series A, 0% 2/15/16

1,035

711

Keller Independent School District:

Series 1996 A, 0% 8/15/17

1,020

658

Series A, 0% 8/15/12

1,590

1,278

Klein Independent School District Series A:

5% 8/1/13

1,455

1,561

5% 8/1/14

5,110

5,517

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

La Joya Independent School District 5.75% 2/15/17 (Pre-Refunded to 2/15/10 @ 100) (f)

$ 2,200

$ 2,337

Lamar Consolidated Independent School District 5.25% 2/15/14

305

310

Laredo Gen. Oblig. 5.125% 8/15/11 (FGIC Insured)

2,225

2,304

Lewisville Independent School District 0% 8/15/08

5,000

4,722

Liberty Hill Independent School District (School Bldg. Proj.) 5.25% 8/1/35

3,400

3,680

Lower Colorado River Auth. Rev. 0% 1/1/09 (Escrowed to Maturity) (f)

615

571

Lower Colorado River Auth. Transmission Contract Rev. (LCRA Transmission Services Corp. Proj.) Series C, 5.25% 5/15/21 (AMBAC Insured)

2,405

2,583

Mansfield Independent School District:

5.5% 2/15/13

230

246

5.5% 2/15/13 (Pre-Refunded to 2/15/11 @ 100) (f)

1,345

1,440

5.5% 2/15/14

330

352

5.5% 2/15/14 (Pre-Refunded to 2/15/11 @ 100) (f)

1,950

2,088

5.5% 2/15/15

2,270

2,448

5.5% 2/15/16

3,450

3,721

5.5% 2/15/18

145

154

5.5% 2/15/18 (Pre-Refunded to 2/15/11 @ 100) (f)

855

916

5.5% 2/15/19

2,530

2,693

Mesquite Independent School District:

3.65%, tender 12/1/08 (Liquidity Facility JPMorgan Chase Bank) (d)(f)

2,700

2,700

5.375% 8/15/11

430

442

Midway Independent School District 0% 8/15/19

1,400

820

Montgomery County Gen. Oblig. Series A:

5.625% 3/1/19 (FSA Insured)

520

567

5.625% 3/1/19 (Pre-Refunded to 3/1/12 @ 100) (f)

3,480

3,802

Mount Pleasant Independent School District 5.5% 2/15/17 (Pre-Refunded to 8/15/11 @ 100) (f)

1,010

1,090

Navasota Independent School District:

5.25% 8/15/34 (FGIC Insured)

1,000

1,075

5.5% 8/15/26 (FGIC Insured)

1,225

1,356

New Braunfels Independent School District 5.5% 2/1/15

1,135

1,209

North Central Health Facilities Dev. Corp. Rev. Series 1997 B, 5.75% 2/15/15 (MBIA Insured)

2,520

2,838

North Texas Tollway Auth. Dallas North Tollway Sys. Rev. Series A, 5% 1/1/28 (AMBAC Insured)

3,300

3,455

Northside Independent School District:

Series A, 5.25% 2/15/17

2,975

3,188

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Northside Independent School District: - continued

5.5% 2/15/13

$ 1,090

$ 1,164

5.5% 2/15/13 (Pre-Refunded to 2/15/11 @ 100) (f)

1,220

1,306

5.5% 2/15/16 (Pre-Refunded to 2/15/11 @ 100) (f)

530

568

Pearland Independent School District Series A, 5.875% 2/15/19 (Pre-Refunded to 2/15/11 @ 100) (f)

1,000

1,085

Pflugerville Independent School District:

5.75% 8/15/14 (Pre-Refunded to 8/15/10 @ 100) (f)

1,000

1,072

5.75% 8/15/17 (Pre-Refunded to 8/15/10 @ 100) (f)

500

536

Red River Ed. Fin. Corp. Ed. Rev. (Hockaday School Proj.) 5.75% 5/15/19 (Pre-Refunded to 5/15/10 @ 100) (f)

1,210

1,291

Rockwall Independent School District:

5.375% 2/15/17

20

22

5.375% 2/15/17 (Pre-Refunded to 2/15/12 @ 100) (f)

1,025

1,107

5.375% 2/15/18

25

27

5.375% 2/15/18 (Pre-Refunded to 2/15/12 @ 100) (f)

1,345

1,453

5.625% 2/15/11

3,865

4,149

Round Rock Independent School District:

Series 2001 A:

5.5% 8/1/13 (Pre-Refunded to 8/1/11 @ 100) (f)

1,940

2,092

5.5% 8/1/15 (Pre-Refunded to 8/1/11 @ 100) (f)

1,510

1,628

5.375% 8/1/15 (Pre-Refunded to 8/1/12 @ 100) (f)

1,000

1,087

5.375% 8/1/17 (Pre-Refunded to 8/1/12 @ 100) (f)

1,050

1,141

San Antonio Elec. & Gas Sys. Rev.:

5.375% 2/1/17

3,495

3,755

5.375% 2/1/17 (Pre-Refunded to 2/1/12 @ 100) (f)

2,505

2,699

5.75% 2/1/11 (Escrowed to Maturity) (f)

1,410

1,480

San Antonio Muni. Drainage Util. Sys. Rev.:

5.25% 2/1/13 (MBIA Insured)

1,740

1,880

5.25% 2/1/14 (MBIA Insured)

1,835

2,000

San Antonio Wtr. Sys. Rev. Series A, 5% 5/15/32 (FSA Insured)

700

728

San Marcos Consolidated Independent School District:

5% 8/1/16

1,190

1,279

5.25% 8/1/21 (Pre-Refunded to 8/1/14 @ 100) (f)

3,650

4,018

Snyder Independent School District 5.25% 2/15/26 (AMBAC Insured)

1,350

1,465

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Southwest Higher Ed. Auth. Rev. (Southern Methodist Univ. Proj.) 5.5% 10/1/12 (AMBAC Insured)

$ 2,905

$ 3,168

Spring Branch Independent School District:

Series 2001, 5.375% 2/1/14

2,700

2,868

5.375% 2/1/18

1,400

1,485

Tarrant County Health Facilities Dev. Corp. Hosp. Rev. 5.375% 11/15/20 (Pre-Refunded to 11/15/08 @ 101) (f)

1,250

1,301

Texas Gen. Oblig. (College Student Ln. Prog.):

5.25% 8/1/09 (e)

6,885

7,129

5.375% 8/1/10 (e)

1,915

2,012

Texas Muni. Pwr. Agcy. Rev. 0% 9/1/16 (MBIA Insured)

2,200

1,487

Texas Pub. Fin. Auth. Rev.:

(Bldg. and Procurement Commission Proj.) Series A, 5% 2/1/10 (AMBAC Insured)

1,000

1,037

(Stephen F. Austin State Univ. Proj.) 5% 10/15/14 (MBIA Insured)

1,300

1,405

Texas State Univ. Sys. Fing. Rev. 5% 3/15/12 (FSA Insured)

2,000

2,119

Texas Tpk. Auth. Central Tpk. Sys. Rev. 5.75% 8/15/38 (AMBAC Insured)

10,110

11,007

Texas Wtr. Dev. Board Rev.:

Series A, 5.5% 7/15/21

1,700

1,771

Series B, 5.625% 7/15/21

2,010

2,118

Town Ctr. Impt. District Sales & Hotel Occupancy Tax 5.625% 3/1/18 (FGIC Insured)

2,280

2,434

Tyler Health Facilities Dev. Corp. Hosp. Rev. (Mother Frances Hosp. Reg'l. Health Care Ctr. Proj.) 5.25% 7/1/10

4,080

4,231

Waxahachie Independent School District:

0% 8/15/14

1,460

1,078

0% 8/15/20 (Pre-Refunded to 8/15/10 @ 51.59) (f)

4,780

2,151

0% 8/15/21 (Pre-Refunded to 8/15/10 @ 48.18) (f)

3,860

1,622

White Settlement Independent School District 5.75% 8/15/34

1,250

1,364

Williamson County Gen. Oblig. 5.5% 2/15/19 (FSA Insured)

35

37

Wylie Independent School District 0% 8/15/20

1,000

557

Ysleta Independent School District 0% 8/15/11

1,100

920

291,805

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Utah - 0.4%

Intermountain Pwr. Agcy. Pwr. Supply Rev. Series B, 5.75% 7/1/16 (MBIA Insured)

$ 370

$ 381

Salt Lake County Hosp. Rev. (IHC Health Svcs., Inc. Proj.) 5.5% 5/15/12 (AMBAC Insured)

5,000

5,377

Utah Muni. Pwr. Agcy. Elec. Sys. Rev. Series A, 5% 7/1/10 (AMBAC Insured)

2,740

2,856

8,614

Vermont - 0.2%

Vermont Edl. & Health Bldg. Fing. Agcy. Rev. (Fletcher Allen Health Care, Inc. Proj.):

Series 2000 A, 6.125% 12/1/27 (AMBAC Insured)

2,800

3,039

Series A, 5.75% 12/1/18 (AMBAC Insured)

1,200

1,289

4,328

Virginia - 0.4%

Amelia County Indl. Dev. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 4.05%, tender 4/1/08 (d)(e)

1,700

1,689

Arlington County Indl. Dev. Auth. Resource Recovery Rev. (Alexandria/Arlington Waste Proj.) Series B, 5.375% 1/1/11 (FSA Insured) (e)

2,750

2,835

Virginia Hsg. Dev. Auth. Multi-family Hsg. Rev. Series I:

5.75% 5/1/07 (e)

1,380

1,384

5.85% 5/1/08 (e)

1,370

1,383

7,291

Washington - 7.3%

Chelan County Pub. Util. District #1 Columbia River-Rock Island Hydro-Elec. Sys. Rev. Series A:

0% 6/1/17 (MBIA Insured)

2,800

1,802

0% 6/1/24 (MBIA Insured)

1,525

704

0% 6/1/29 (MBIA Insured)

5,600

2,048

Chelan County Pub. Util. District #1 Rev. Series 2005 A, 5.125%, tender 7/1/15 (FGIC Insured) (d)(e)

1,000

1,060

Chelan County School District #246, Wenatchee 5.5% 12/1/19 (FSA Insured)

1,300

1,412

Clark County Pub. Util. District #1 Elec. Rev.:

Series B:

5.25% 1/1/10 (FSA Insured)

1,630

1,701

5.25% 1/1/11 (FSA Insured)

1,715

1,812

5% 1/1/10 (MBIA Insured)

2,000

2,073

Clark County School District #114, Evergreen 5.375% 12/1/14 (FSA Insured)

2,000

2,164

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Washington - continued

Clark County School District #37, Vancouver Series C, 0% 12/1/19 (FGIC Insured)

$ 3,000

$ 1,728

Cowlitz County Gen. Oblig. 5.5% 11/1/11 (Pre-Refunded to 11/1/09 @ 100) (f)

460

483

Energy Northwest Elec. Rev. (#1 Proj.):

Series 2006 A, 5% 7/1/13

5,000

5,345

Series B, 6% 7/1/17 (MBIA Insured)

4,000

4,428

Franklin County Pub. Util. District #1 Elec. Rev. 5.625% 9/1/21 (MBIA Insured)

2,000

2,181

Grant County Pub. Util. District #2 Wanapum Hydro Elec. Rev.:

Second Series B, 5.25% 1/1/14 (MBIA Insured) (e)

1,235

1,289

Series B, 5.25% 1/1/16 (FGIC Insured) (e)

1,000

1,073

King County Swr. Rev. Series B:

5.5% 1/1/15 (FSA Insured)

7,245

7,807

5.5% 1/1/17 (FSA Insured)

2,565

2,758

Port of Seattle Rev.:

Series 2000 B, 5.5% 2/1/08 (MBIA Insured) (e)

6,225

6,344

Series B:

5.25% 9/1/07 (FGIC Insured) (e)

3,185

3,218

5.5% 9/1/08 (FGIC Insured) (e)

3,750

3,860

Snohomish County Pub. Hosp. District #2 (Stevens Health Care Proj.):

4.5% 12/1/07 (FGIC Insured)

1,705

1,718

4.5% 12/1/09 (FGIC Insured)

855

872

Snohomish County School District #4, Lake Stevens 5.125% 12/1/17 (FGIC Insured)

2,000

2,181

Spokane Pub. Facilities District Hotel/Motel Tax & Sales/Use Tax Rev.:

5.75% 12/1/18 (MBIA Insured)

1,000

1,113

5.75% 12/1/20 (MBIA Insured)

1,000

1,111

Tumwater School District #33, Thurston County Series 1996 B:

0% 12/1/11 (FGIC Insured)

6,415

5,315

0% 12/1/12 (FGIC Insured)

6,830

5,443

Washington Gen. Oblig.:

(Convention & Trade Ctr. Proj.) Series AT5, 0% 8/1/12 (MBIA Insured)

2,025

1,630

Series 2001 C, 5.25% 1/1/16

3,000

3,185

Series C, 5.25% 1/1/26 (FSA Insured)

2,200

2,330

Series R 97A, 0% 7/1/19 (MBIA Insured)

3,440

2,047

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Washington - continued

Washington Health Care Facilities Auth. Rev.:

(Providence Health Systems Proj.) Series 2001 A, 5.5% 10/1/13 (MBIA Insured)

$ 3,065

$ 3,288

(Swedish Health Svcs. Proj.) 5.5% 11/15/12 (AMBAC Insured)

3,000

3,120

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #1 Rev. Series 1997 B, 5.125% 7/1/13 (FSA Insured)

9,500

9,754

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #2 Rev. Series A, 5% 7/1/12 (FSA Insured)

3,500

3,633

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #3 Rev.:

Series B:

0% 7/1/07

15,130

14,865

0% 7/1/10

16,000

13,948

0% 7/1/10

2,250

1,961

0% 7/1/12 (MBIA Insured)

4,000

3,206

Series C, 7.5% 7/1/08 (MBIA Insured)

7,040

7,422

Whatcom County School District #501 Gen. Oblig.:

5% 6/1/14 (FSA Insured)

2,245

2,419

5% 12/1/14 (FSA Insured)

3,245

3,511

149,362

West Virginia - 0.1%

Kanawha/Putnam County, Huntington/Charlestown City Series 1984 A, 0% 12/1/16 (Escrowed to Maturity) (f)

1,100

719

West Virginia Commissioner of Hwys. Spl. Oblig. Series A, 5% 9/1/12 (FSA Insured)

1,500

1,596

2,315

Wisconsin - 0.9%

Badger Tobacco Asset Securitization Corp. 6.125% 6/1/27

2,180

2,334

Menasha Joint School District:

5.5% 3/1/19 (f)

970

1,043

5.5% 3/1/19 (FSA Insured)

60

64

Wisconsin Gen. Oblig. Series D, 5.4% 5/1/20 (Pre-Refunded to 5/1/11 @ 100) (f)

1,000

1,065

Wisconsin Health & Edl. Facilities Auth. Rev.:

(Marshfield Clinic Proj.) Series 2006 A, 5% 2/15/14

850

888

(Wheaton Franciscan Svcs., Inc. Proj.):

Series A, 5.5% 8/15/14

1,775

1,904

5.75% 8/15/12 (Pre-Refunded to 2/15/12 @ 101) (f)

1,760

1,899

6% 8/15/14 (Pre-Refunded to 2/15/12 @ 101) (f)

1,000

1,114

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Wisconsin - continued

Wisconsin Health & Edl. Facilities Auth. Rev.: - continued

(Wheaton Franciscan Svcs., Inc. Proj.):

6% 8/15/16 (Pre-Refunded to 2/15/12 @ 101) (f)

$ 1,000

$ 1,114

6.25% 8/15/22 (Pre-Refunded to 2/15/12 @ 101) (f)

1,600

1,800

Series 06A, 5% 8/15/12

4,795

4,999

18,224

TOTAL INVESTMENT PORTFOLIO - 99.5%

(Cost $2,012,029)

2,049,852

NET OTHER ASSETS - 0.5%

10,952

NET ASSETS - 100%

$ 2,060,804

Swap Agreements

Expiration Date

Notional Amount (000s)

Value
(000s)

Interest Rate Swaps

Receive quarterly a fixed rate equal to 3.779% and pay quarterly a floating rate based on the BMA Municipal Swap Index with Citibank

May 2010

$ 23,000

$ 215

Receive quarterly a fixed rate equal to 3.859% and pay quarterly a floating rate based on the BMA Municipal Swap Index with Goldman Sachs

May 2010

23,000

267

Receive quarterly a floating rate based on BMA Municipal Swap Index and pay quarterly a fixed rate equal to 4.391% with Citibank

May 2027

5,000

(286)

Receive quarterly a floating rate based on BMA Municipal Swap Index and pay quarterly a fixed rate equal to 4.498% with Merrill Lynch, Inc.

May 2027

5,000

(352)

$ 56,000

$ (156)

Legend

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

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

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

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

(e) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(f) Security collateralized by an amount sufficient to pay interest and principal.

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Municipal Cash Central Fund

$ 71

Other Information

The distribution of municipal securities by revenue source, as a percentage of total net assets, is as follows:

General Obligations

38.8%

Electric Utilities

11.5%

Special Tax

10.0%

Transportation

9.6%

Escrowed/Pre-Refunded

9.3%

Health Care

8.3%

Others* (individually less than 5%)

12.5%

100.0%

* Includes net other assets

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

December 31, 2006

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $2,012,029)

$ 2,049,852

Cash

8,593

Receivable for fund shares sold

1,088

Interest receivable

27,002

Prepaid expenses

10

Other receivables

131

Total assets

2,086,676

Liabilities

Payable for investments purchased
Regular delivery

$ 11

Delayed delivery

19,985

Payable for fund shares redeemed

2,675

Distributions payable

2,049

Swap agreements, at value

156

Accrued management fee

553

Distribution fees payable

2

Other affiliated payables

373

Other payables and accrued expenses

68

Total liabilities

25,872

Net Assets

$ 2,060,804

Net Assets consist of:

Paid in capital

$ 2,020,903

Undistributed net investment income

374

Accumulated undistributed net realized gain (loss) on investments

1,860

Net unrealized appreciation (depreciation) on investments

37,667

Net Assets

$ 2,060,804

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

December 31, 2006

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share
($1,811 ÷ 181.58 shares)

$ 9.97

Maximum offering price per share (100/95.25 of $9.97)

$ 10.47

Class T:
Net Asset Value
and redemption price per share
($4,408 ÷ 442.18 shares)

$ 9.97

Maximum offering price per share (100/96.50 of $9.97)

$ 10.33

Class B:
Net Asset Value
and offering price per share
($304 ÷ 30.48 shares)A

$ 9.97

Class C:
Net Asset Value
and offering price per share
($1,365 ÷ 136.80 shares)A

$ 9.98

Intermediate Municipal Income:
Net Asset Value
, offering price and redemption price per share ($2,026,368 ÷ 203,255.45 shares)

$ 9.97

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($26,548 ÷ 2,660.16 shares)

$ 9.98

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

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

Annual Report

Statement of Operations

Amounts in thousands

Year ended December 31, 2006

Investment Income

Interest

$ 85,312

Income from Fidelity Central Funds

71

Total income

85,383

Expenses

Management fee

$ 6,297

Transfer agent fees

1,736

Distribution fees

18

Accounting fees and expenses

360

Custodian fees and expenses

31

Independent trustees' compensation

8

Registration fees

162

Audit

63

Legal

10

Miscellaneous

16

Total expenses before reductions

8,701

Expense reductions

(1,767)

6,934

Net investment income

78,449

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

2,550

Futures contracts

114

Total net realized gain (loss)

2,664

Change in net unrealized appreciation (depreciation) on:

Investment securities

(1,114)

Swap agreements

(156)

Total change in net unrealized appreciation (depreciation)

(1,270)

Net gain (loss)

1,394

Net increase (decrease) in net assets resulting from operations

$ 79,843

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Year ended
December 31, 2006

Year ended
December 31, 2005

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 78,449

$ 71,910

Net realized gain (loss)

2,664

8,840

Change in net unrealized appreciation (depreciation)

(1,270)

(34,596)

Net increase (decrease) in net assets resulting
from operations

79,843

46,154

Distributions to shareholders from net investment income

(78,385)

(71,790)

Distributions to shareholders from net realized gain

(640)

(9,634)

Total distributions

(79,025)

(81,424)

Share transactions - net increase (decrease)

117,860

164,345

Redemption fees

20

16

Total increase (decrease) in net assets

118,698

129,091

Net Assets

Beginning of period

1,942,106

1,813,015

End of period (including undistributed net investment income of $374 and undistributed net investment income of $308, respectively)

$ 2,060,804

$ 1,942,106

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

Annual Report

Financial Highlights - Class A

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.365

.060

Net realized and unrealized gain (loss)

.003

.051

Total from investment operations

.368

.111

Distributions from net investment income

(.365)

(.061)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.368)

(.101)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.97

$ 9.97

Total Return B, C, D

3.77%

1.12%

Ratios to Average Net Assets F, I

Expenses before reductions

.63%

.61% A

Expenses net of fee waivers, if any

.63%

.61% A

Expenses net of all reductions

.50%

.60% A

Net investment income

3.71%

3.55% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,811

$ 101

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Class T

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.358

.050

Net realized and unrealized gain (loss)

.004

.059

Total from investment operations

.362

.109

Distributions from net investment income

(.359)

(.059)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.362)

(.099)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.97

$ 9.97

Total Return B, C, D

3.71%

1.10%

Ratios to Average Net Assets F, I

Expenses before reductions

.68%

.78% A

Expenses net of fee waivers, if any

.68%

.78% A

Expenses net of all reductions

.59%

.76% A

Net investment income

3.62%

3.38% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,408

$ 411

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Class B

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.294

.047

Net realized and unrealized gain (loss)

.002

.051

Total from investment operations

.296

.098

Distributions from net investment income

(.293)

(.048)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.296)

(.088)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.97

$ 9.97

Total Return B, C, D

3.02%

.99%

Ratios to Average Net Assets F, I

Expenses before reductions

1.35%

1.37% A

Expenses net of fee waivers, if any

1.35%

1.37% A

Expenses net of all reductions

1.25%

1.35% A

Net investment income

2.97%

2.79% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 304

$ 101

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Class C

Years ended December 31,

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income E

.285

.046

Net realized and unrealized gain (loss)

.012

.051

Total from investment operations

.297

.097

Distributions from net investment income

(.284)

(.047)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.287)

(.087)

Redemption fees added to paid in capital E, J

-

-

Net asset value, end of period

$ 9.98

$ 9.97

Total Return B, C, D

3.03%

.98%

Ratios to Average Net Assets F, I

Expenses before reductions

1.43%

1.47% A

Expenses net of fee waivers, if any

1.43%

1.47% A

Expenses net of all reductions

1.34%

1.45% A

Net investment income

2.88%

2.69% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,365

$ 101

Portfolio turnover rate G

24%

24%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

J Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Intermediate Municipal Income

Years ended December 31,

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 10.15

$ 10.21

$ 10.23

$ 9.85

Income from Investment Operations

Net investment income B

.385

.385

.395

.410

.427

Net realized and unrealized
gain (loss)

.002

(.131)

(.022)

.120

.444

Total from investment operations

.387

.254

.373

.530

.871

Distributions from net investment income

(.384)

(.384)

(.395)

(.410)

(.431)

Distributions from net realized gain

(.003)

(.050)

(.038)

(.140)

(.060)

Total distributions

(.387)

(.434)

(.433)

(.550)

(.491)

Redemption fees added to paid
in capital B, F

-

-

-

-

-

Net asset value, end of period

$ 9.97

$ 9.97

$ 10.15

$ 10.21

$ 10.23

Total Return A

3.97%

2.56%

3.74%

5.30%

9.02%

Ratios to Average Net Assets C, E

Expenses before reductions

.43%

.43%

.43%

.44%

.45%

Expenses net of fee waivers,
if any

.43%

.42%

.43%

.44%

.45%

Expenses net of all reductions

.34%

.36%

.42%

.43%

.42%

Net investment income

3.88%

3.82%

3.89%

4.00%

4.24%

Supplemental Data

Net assets, end of period
(in millions)

$ 2,026

$ 1,941

$ 1,813

$ 1,798

$ 1,758

Portfolio turnover rate D

24%

24%

26%

31%

31%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended December 31,

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 9.96

Income from Investment Operations

Net investment income D

.382

.061

Net realized and unrealized gain (loss)

.014

.052

Total from investment operations

.396

.113

Distributions from net investment income

(.383)

(.063)

Distributions from net realized gain

(.003)

(.040)

Total distributions

(.386)

(.103)

Redemption fees added to paid in capital D, I

-

-

Net asset value, end of period

$ 9.98

$ 9.97

Total Return B, C

4.06%

1.14%

Ratios to Average Net Assets E, H

Expenses before reductions

.49%

.48% A

Expenses net of fee waivers, if any

.49%

.48% A

Expenses net of all reductions

.36%

.47% A

Net investment income

3.86%

3.68% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 26,548

$ 179

Portfolio turnover rate F

24%

24%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

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

I Amount represents less than $.001 per share.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2006

1. Significant Accounting Policies.

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

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

The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotes are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Security Valuation - continued

their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and income distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

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

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 dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim 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 deferred trustees compensation.

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.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 43,283,475

Unrealized depreciation

(5,482,647)

Net unrealized appreciation (depreciation)

37,800,828

Undistributed ordinary income

209,823

Undistributed long-term capital gain

1,745,386

Cost for federal income tax purposes

$ 2,012,050,927

The tax character of distributions paid was as follows:

December 31, 2006

December 31, 2005

Tax-exempt Income

$ 78,385,057

$ 71,790,352

Ordinary Income

-

390,914

Long-term Capital Gains

639,680

9,242,987

Total

$ 79,024,737

$ 81,424,253

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 FMR, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

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

Annual Report

Notes to Financial Statements - continued

2. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund 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. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. 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. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Annual Report

2. Operating Policies - continued

Swap Agreements - continued

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."

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $626,090,912 and $472,008,692, 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 annual management fee rate was .31% of average net assets.

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.15%

$ 872

$ 187

Class T

0%

.25%

6,999

203

Class B

.65%

.25%

1,932

1,645

Class C

.75%

.25%

8,481

7,657

$ 18,284

$ 9,692

On January 18, 2007, the Board of Trustees approved an increase in Class A's Service fee from .15% to .25%, effective April 1, 2007.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 4.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, .75% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

On January 18, 2007, the Board of Trustees approved a change in Class A and Class T's front-end sales charge. Effective April 1, 2007, FDC will receive a front-end sales charge of up to 4.00% for selling Class A and Class T shares.

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

Retained
by FDC

Class A

$ 2,421

Class T

1,956

Class B*

988

Class C*

2,648

$ 8,013

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

Transfer Agent and Accounting Fees. Citibank, N.A. (Citibank) is the custodian, transfer agent, and shareholder servicing agent for the Fund's Class A, Class T, Class B, Class C, Intermediate Municipal Income and Institutional Class shares. Citibank has entered into a sub-arrangement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, with respect to all classes of the Fund, except for Intermediate Municipal Income, to perform the transfer, dividend disbursing, and shareholder servicing agent functions. Citibank has also entered into a sub-arrangement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR, with respect to Intermediate Municipal Income, to perform the transfer, dividend disbursing, and shareholder servicing agent functions. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. All fees are paid to FIIOC by Citibank, which is reimbursed by each class for such payments. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, each class paid the following transfer agent fees:

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent and Accounting Fees - continued

Amount

% of
Average
Net Assets

Class A

$ 792

.14

Class T

2,475

.09

Class B

246

.11

Class C

729

.09

Intermediate Municipal Income

1,720,843

.09

Institutional Class

11,172

.15

$ 1,736,257

Citibank also has a sub-arrangement with FSC to maintain the Fund's accounting records. The fee is based on the level of average net assets for the month.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

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, which amounted to $4,501 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Intermediate Municipal Income's operating expenses. During the period, this reimbursement reduced the class' expenses by $36,850.

Annual Report

Notes to Financial Statements - continued

6. Expense Reductions - continued

In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and accounting expenses by $31,122 and $359,802, respectively. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 609

Class T

1,904

Class B

189

Class C

561

Intermediate Municipal Income

1,327,192

Institutional Class

8,595

$ 1,339,050

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.

During the period, the Fund's transfer agent, Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Fidelity Management & Research Company, notified the Fund that the fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. Management has determined that this did not have a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC will cause the books and records of the Fund to reflect a conversion of the relevant Class B shares to Class A and is in the process of determining the impact to affected shareholder accounts for purposes of its remediation.

Annual Report

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended December 31,

2006

2005 A

From net investment income

Class A

$ 21,110

$ 616

Class T

100,820

768

Class B

6,314

487

Class C

24,255

470

Intermediate Municipal Income

77,944,342

71,787,076

Institutional Class

288,216

935

Total

$ 78,385,057

$ 71,790,352

From net realized gain

Class A

$ 367

$ 403

Class T

1,182

403

Class B

91

403

Class C

409

403

Intermediate Municipal Income

629,888

9,631,577

Institutional Class

7,743

712

Total

$ 639,680

$ 9,633,901

A Distributions for Class A, Class T, Class B, Class C and Institutional Class are for the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Years ended December 31,

Years ended December 31,

2006

2005 A

2006

2005 A

Class A

Shares sold

173,427

10,040

$ 1,725,155

$ 100,000

Reinvestment of distributions

1,631

102

16,239

1,019

Shares redeemed

(3,616)

-

(35,605)

-

Net increase (decrease)

171,442

10,142

$ 1,705,789

$ 101,019

Annual Report

Notes to Financial Statements - continued

9. Share Transactions - continued

Shares

Dollars

Years ended December 31,

Years ended December 31,

2006

2005 A

2006

2005 A

Class T

Shares sold

398,477

41,122

$ 3,958,313

$ 409,515

Reinvestment of distributions

9,307

107

92,469

1,069

Shares redeemed

(6,838)

-

(68,081)

-

Net increase (decrease)

400,946

41,229

$ 3,982,701

$ 410,584

Class B

Shares sold

32,080

10,040

$ 318,318

$ 100,000

Reinvestment of distributions

566

89

5,622

889

Shares redeemed

(12,297)

-

(122,210)

-

Net increase (decrease)

20,349

10,129

$ 201,730

$ 100,889

Class C

Shares sold

159,319

10,040

$ 1,585,622

$ 100,000

Reinvestment of distributions

1,510

88

14,988

873

Shares redeemed

(34,155)

-

(336,894)

-

Net increase (decrease)

126,674

10,128

$ 1,263,716

$ 100,873

Intermediate Municipal Income

Shares sold

56,726,510

54,794,604

$ 563,129,257

$ 551,450,776

Reinvestment of distributions

5,529,889

5,717,994

54,890,397

57,458,478

Shares redeemed

(53,763,407)

(44,359,637)

(533,657,302)

(445,457,502)

Net increase (decrease)

8,492,992

16,152,961

$ 84,362,352

$ 163,451,752

Institutional Class

Shares sold

2,676,982

17,755

$ 26,690,182

$ 177,000

Reinvestment of distributions

28,099

166

281,049

1,647

Shares redeemed

(62,846)

-

(626,878)

-

Net increase (decrease)

2,642,235

17,921

$ 26,344,353

$ 178,647

A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period October 31, 2005 (commencement of sale of shares) to December 31, 2005.

Annual Report

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Intermediate Municipal Income Fund (a fund of Fidelity School Street Trust) at December 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Intermediate Municipal Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 13, 2007

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Each of the Trustees oversees 348 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (76)

Year of Election or Appointment: 1976

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).

Robert L. Reynolds (54)

Year of Election or Appointment: 2003

Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-
present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (58)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).

Albert R. Gamper, Jr. (64)

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

George H. Heilmeier (70)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

James H. Keyes (66)

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).

Marie L. Knowles (60)

Year of Election or Appointment: 2001

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

Ned C. Lautenbach (62)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

Cornelia M. Small (62)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (67)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (67)

Year of Election or Appointment: 2005

Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (62)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity School Street Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.

Kimberley H. Monasterio (43)

Year of Election or Appointment: 2007

President and Treasurer of the fund. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Boyce I. Greer (50)

Year of Election or Appointment: 2006

Vice President of the fund. Mr. Greer also serves as Vice President of certain Equity Funds (2005-present), certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). He is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. He also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

David L. Murphy (58)

Year of Election or Appointment: 2005

Vice President of the fund. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fixed-Income Funds (2005-present), and Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of Fidelity Investments Money Management, Inc. (2003-present) and an Executive Vice President of FMR (2005-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002).

Thomas J. Silvia (45)

Year of Election or Appointment: 2005

Vice President of the fund. Mr. Silvia also serves as Vice President of Fidelity's Fixed-Income Funds (2005-present), certain Balanced Funds (2005-present), certain Asset Allocation Funds (2005-present), and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

Mark Sommer (46)

Year of Election or Appointment: 2006

Vice President of the fund. Mr. Sommer also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Sommer worked as an analyst and manager.

Eric D. Roiter (58)

Year of Election or Appointment: 1998

Secretary of the fund. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (47)

Year of Election or Appointment: 2003

Assistant Secretary of the fund. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

R. Stephen Ganis (40)

Year of Election or Appointment: 2006

Anti-Money Laundering (AML) officer of the fund. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).

Joseph B. Hollis (58)

Year of Election or Appointment: 2006

Chief Financial Officer of the fund. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).

Kenneth A. Rathgeber (59)

Year of Election or Appointment: 2004

Chief Compliance Officer of the fund. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-
present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

Bryan A. Mehrmann (45)

Year of Election or Appointment: 2005

Deputy Treasurer of the fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kenneth B. Robins (37)

Year of Election or Appointment: 2005

Deputy Treasurer of the fund. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (40)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (60)

Year of Election or Appointment: 1986

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

Peter L. Lydecker (52)

Year of Election or Appointment: 2004

Assistant Treasurer of the fund. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (51)

Year of Election or Appointment: 2002

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

Gary W. Ryan (48)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (41)

Year of Election or Appointment: 2005

Assistant Treasurer of the fund. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Intermediate Municipal Income Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

Pay Date

Record Date

Capital Gains

Institutional Class

02/05/07

02/02/07

$0.010

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2006, $2,385,066, or, if subsequently determined to be different, the net capital gain of such year.

During fiscal year ended 2006, 100% of the fund's income dividends was free from federal income tax, and 11.33% of the fund's income dividends was subject to the federal alternative minimum tax.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments
Money Management, Inc.

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

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Citibank, N.A.

New York, NY

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

ALIMI-UANN-0207
1.820143.101

(Fidelity Investment logo)(registered trademark)

Item 2. Code of Ethics

As of the end of the period, December 31, 2006, Fidelity School Street Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the fiscal years ended December 31, 2006 and December 31, 2005, the aggregate Audit Fees billed by PricewaterhouseCoopers LLP (PwC) for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for the Fidelity Intermediate Municipal Income Fund, Fidelity New Markets Income Fund and Fidelity Strategic Income Fund (the funds) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund

2006A

2005A

Fidelity Intermediate Municipal Income Fund

$54,000

$50,000

Fidelity New Markets Income Fund

$102,000

$93,000

Fidelity Strategic Income Fund

$63,000

$60,000

All funds in the Fidelity Group of Funds audited by PwC

$13,900,000

$12,300,000

A

Aggregate amounts may reflect rounding.

(b) Audit-Related Fees.

In each of the fiscal years ended December 31, 2006 and December 31, 2005 the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund

2006A

2005A

Fidelity Intermediate Municipal Income Fund

$0

$0

Fidelity New Markets Income Fund

$0

$0

Fidelity Strategic Income Fund

$0

$0

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended December 31, 2006 and December 31, 2005, the aggregate Audit-Related Fees that were billed by PwC that were required to be approved by the Audit Committee for services rendered on behalf of Fidelity Management & Research Company (FMR) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By

2006A

2005A

PwC

$0

$0

A

Aggregate amounts may reflect rounding.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(c) Tax Fees.

In each of the fiscal years ended December 31, 2006 and December 31, 2005, the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.

Fund

2006A

2005A

Fidelity Intermediate Municipal Income Fund

$2,700

$2,500

Fidelity New Markets Income Fund

$2,700

$2,500

Fidelity Strategic Income Fund

$3,600

$3,400

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended December 31, 2006 and December 31, 2005, the aggregate Tax Fees billed by PwC that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2006A

2005A

PwC

$0

$0

A

Aggregate amounts may reflect rounding.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees.

In each of the fiscal years ended December 31, 2006 and December 31, 2005, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the funds is shown in the table below.

Fund

2006A

2005A

Fidelity Intermediate Municipal Income Fund

$2,600

$3,000

Fidelity New Markets Income Fund

$2,500

$2,500

Fidelity Strategic Income Fund

$3,700

$4,500

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended December 31, 2006 and December 31, 2005, the aggregate Other Fees billed by PwC that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2006A

2005A

PwC

$125,000

$190,000

A

Aggregate amounts may reflect rounding.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.

(e) (1)

Audit Committee Pre-Approval Policies and Procedures:

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

The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity Fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

(e) (2)

Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Audit-Related Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2006 and December 31, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2006 and December 31, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

Tax Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2006 and December 31, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2006 and December 31, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2006 and December 31, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2006 and December 31, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

(f) Not applicable.

(g) For the fiscal years ended December 31, 2006 and December 31, 2005, the aggregate fees billed by PwC of $1,335,000A and $1,290,000A,B for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

2006A

2005A

Covered Services

$145,000

$200,000

Non-Covered Services

$1,190,000

$1,090,000B

A

Aggregate amounts may reflect rounding.

B

Reflects current period presentation.

(h) The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the funds, taking into account representations from PwC, in accordance with Independence Standards Board Standard No.1, regarding its independence from the funds and their related entities.

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 trust's Board of Trustees.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Fidelity School Street Trust

By:

/s/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

February 26, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

February 26, 2007

By:

/s/Joseph B. Hollis

Joseph B. Hollis

Chief Financial Officer

Date:

February 26, 2007