N-30D 1 main.htm

Fidelity®

Capital & Income

Fund

Annual Report

April 30, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

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Ned Johnson on investing strategies.

Performance

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How the fund has done over time.

Fund Talk

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

Investment Changes

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

Investments

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

Financial Statements

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

Notes

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Notes to the financial statements.

Report of Independent Accountants

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The auditors' opinion.

Trustees and Officers

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Distributions

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Annual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

April's weak stock market performance dragged the majority of broad-based, large-capitalization equity indexes into negative territory through the first four months of 2002. However, small- and mid-cap value stocks rose above the tide based on their more attractive valuations and strong current earnings growth. April's equity woes proved beneficial for most fixed-income categories, particularly Treasury and government securities. Year to date, nearly every category of the bond market had positive returns.

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). You can also look at the fund's income, as reflected in the fund's yield, to measure performance.

Cumulative Total Returns

Periods ended April 30, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity ® Capital & Income

-5.16%

17.25%

99.61%

ML High Yield Master II

3.49%

19.86%

106.11%

High Current Yield Funds Average

1.06%

8.46%

78.07%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Merrill Lynch High Yield Master II Index - a market value-weighted index of all domestic and yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default. To measure how the fund's performance stacked up against its peers, you can compare it to the high current yield funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 377 mutual funds. These benchmarks reflect reinvestment of dividends and capital gains, if any, and exclude the effect of sales charges.

Average Annual Total Returns

Periods ended April 30, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity Capital & Income

-5.16%

3.23%

7.16%

ML High Yield Master II

3.49%

3.69%

7.50%

High Current Yield Funds Average

1.06%

1.48%

5.84%

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

Annual Report

Performance - continued

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity ® Capital & Income Fund on April 30, 1992. As the chart shows, by April 30, 2002, the value of the investment would have grown to $19,961 - a 99.61% increase on the initial investment. For comparison, look at how the Merrill Lynch High Yield Master II Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $20,611 - a 106.11% increase.

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.

Understanding
Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

Annual Report

Total Return Components

Years ended April 30,

2002

2001

2000

1999

1998

Dividend returns

7.16%

7.15%

8.28%

10.19%

8.50%

Capital returns

-12.32%

-16.52%

-7.34%

-0.85%

15.09%

Total returns

-5.16%

-9.37%

0.94%

9.34%

23.59%

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

Dividends and Yield

Periods ended April 30, 2002

Past 1
month

Past 6
months

Past 1
year

Dividends per share

3.27¢

28.39¢

54.62¢

Annualized dividend rate

5.94%

8.49%

7.81%

30-day annualized yield

8.18%

-

-

Dividends per share show the income paid by the fund for a set period and do not reflect any tax reclassifications. If you annualize this number, based on an average share price of $6.70 over the past one month, $6.74 over the past six months and $6.99 over the past one year, you can compare the fund's income over these three periods. The past six months and one year dividends per share include additional nonrecurring distributions required by federal tax regulations. These distributions may not be reflected in future monthly dividends. The 30-day annualized yield is a standard formula based on the yields of the securities in the fund, averaged over the past 30 days. This figure shows you the yield characteristics of the fund's investments at the end of the period. It also helps you compare funds from different companies on an equal basis.

Annual Report

Fund Talk: The Manager's Overview

Market Recap

After a near round trip in market sentiment, the high-yield market - as measured by the Merrill Lynch High Yield Master II Index - gained 3.49% during the 12-month period that ended April 30, 2002. Widening to a high of 903 basis points at the end of October 2001, the yield spread between high-yield bonds and Treasury bonds narrowed back to April 2001 levels of approximately 700 basis points by the end of April 2002. Early in the period, investors were forced to digest consistently negative news about the telecommunications sector. The September 11 tragedies compounded deteriorating sentiment, and investors sought less-volatile markets for their capital. However, markets began stabilizing and positive economic sentiment grew toward the end of 2001. Investor demand for higher yields and their willingness to assume more risk drove positive flows into high-yield mutual funds. The index's lackluster performance was driven by its largest sectors. During the past year, the telecom sector represented 11.79% of the index on average, while cable accounted for 11.47%. Their negative returns of approximately 30% and 11%, respectively, offset the strong returns of smaller sectors. Even health care, representing an average 6.50% of the index during the year and returning about 16%, was overwhelmed by the negative returns of telecom and cable.

(Portfolio Manager photograph)
An interview with David Glancy, Portfolio Manager of Fidelity Capital & Income Fund

Q. How did the fund perform, David?

A. For the 12 months that ended April 30, 2002, the fund had a total return of -5.16%. The overall high-yield market, as measured by the Merrill Lynch High Yield Master II Index, returned 3.49% during the same period, while the high current yield funds average tracked by Lipper Inc. returned 1.06%.

Q. What factors led to the fund's underperformance relative to the index and peer group?

A. Investors preferred higher-quality investments during the past year, due to the uncertainty about the direction of the U.S. economy and the trauma caused by September's terrorist attacks. The backdrop improved for the high-yield market and high-yield funds during the past six months amid signs that the economy was reviving. The fund trailed both the index and the average of its peers because its investment approach enabled me to invest in common stocks and distressed securities, which were not included in the index or in most high-yield funds, and my investments in these two areas continued to struggle.

Annual Report

Fund Talk: The Manager's Overview - continued

Q. What was your strategy during the course of the 12-month period?

A. The investment environment created opportunities as we worked through the third consecutive year of economic weakness. In particular, the equities of leveraged companies - firms that offer bonds in the high-yield market - and distressed securities fell to very attractive levels. Against this backdrop, I looked to take advantage of the significant opportunities that presented themselves in the distressed market. While these investments did not bear fruit, I felt they remained attractive should economic growth continue its upward trend. To balance this approach, I structured the overall credit quality of the portfolio to be higher than the Merrill Lynch index, and looked to invest in shorter-maturity bonds that would be less affected by the rise in interest rates that tends to accompany a strengthening economy.

Q. The fund retains significant weightings in cable TV and telecommunications. How have these investments fared?

A. The fund's investments in these areas struggled, as investors looked to invest in less-volatile assets. However, I remained confident that companies such as EchoStar Communications - the fund's largest holding - Nextel, XO Communications and others were solid long-term investments. The attraction of each company was unique, but, in general, I felt they offered either solid business models due to recurring revenues, or particular products and services that differentiate them from their rivals.

Q. Which investments proved beneficial to fund performance? Which disappointed?

A. While some electric utilities fell to distressed levels, others rose due to investors' search for quality amid uncertainty about the direction of the economy. Among the investments that posted gains in this area were CMS Energy, Southern California Edison, Edison International and Pacific Gas and Electric. These last two companies benefited from the stabilization of the California energy situation and declines in power prices, as they are net buyers of power. In addition, investments in JCPenney and Dillard's fared well, as retailers were seen as some of the beneficiaries of monetary and fiscal stimulus in the wake of September 11. The market perceived that these moves would spur consumer spending. On the down side were some of the investments I mentioned previously, including EchoStar, XO Communications and Nextel. Even though EchoStar continued to execute well, its share price declined in sympathy with other media stocks and due to uncertainty about the firm's pending merger with GM Hughes. Despite the fact that the company continued to execute well, Nextel suffered from concerns about potential competition and whether it could finance the eventual upgrade of its system.

Q. What's your outlook?

A. I'm cautiously optimistic at this point. Indications are that the economy should continue to improve through the rest of 2002. I've looked to structure the portfolio to benefit from such a scenario, particularly with investments in the distressed areas of the market.

Annual Report

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

Fund Facts

Goal: seeks income and capital growth by investing mainly in debt and equity securities, with an emphasis on lower-quality debt securities

Fund number: 038

Trading symbol: FAGIX

Start date: November 1, 1977

Size: as of April 30, 2002, more than $3.0 billion

Manager: David Glancy, since 1996; manager, Fidelity and Fidelity Advisor Leveraged Company Stock funds, since 2001; Fidelity Advisor High Income Fund, 1999-2001; Spartan High Income Fund, 1993-1996; joined Fidelity in 1990

3

David Glancy on how a recovering economy could influence the fund:

"Indications are that economic growth should improve through the rest of 2002. In addition, the factors that caused most of the damage in the high-yield, equity and distressed markets during the past three years appear to have run their course. One of these factors was excess capital, which in turn created excess capacity in a number of industries, particularly telecommunications.

"While some of the companies held by the fund have struggled recently, they should be poised to do well given that weaker competitors have fallen by the wayside. This scenario seems particularly evident in the telecommunications sector. It is said that a rising tide lifts all boats. If that is the case, the fund should be well-positioned to benefit over time."

Annual Report

Investment Changes

Top Five Holdings as of April 30, 2002

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

EchoStar Communications Corp.

5.1

6.2

Pacific Gas & Electric Co.

4.1

2.8

CMS Energy Corp.

2.9

1.4

Adelphia Communications Corp.

2.8

2.6

CSC Holdings, Inc.

2.6

2.5

17.5

Top Five Market Sectors as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Cable TV

21.4

16.5

Electric Utilities

11.8

10.4

Telecommunications

11.8

13.1

Energy

4.4

3.1

Food and Drug Retail

4.0

5.8

Quality Diversification as of April 30, 2002

(Moody's Ratings)

% of fund's investments

% of fund's investments
6 months ago

Aaa, Aa, A

0.1

0.5

Baa

4.8

4.5

Ba

22.6

17.5

B

27.5

28.3

Caa, Ca, C

14.1

9.3

D

0.2

0.0

Not Rated

3.2

4.1

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P® ratings. Unrated debt securities that are equivalent to Ba and below at April 30, 2002 and October 31, 2001 account for 3.2% and 4.1%, respectively, of the fund's investments.

Asset Allocation (% of fund's net assets)

As of April 30, 2002 *

As of October 31, 2001 **

Nonconvertible

Bonds 64.9%

Nonconvertible

Bonds 58.4%

Convertible Bonds, Preferred Stocks 8.3%

Convertible Bonds, Preferred Stocks 8.1%

Common Stocks 8.2%

Common Stocks 11.5%

Other Investments 5.4%

Other Investments 3.6%

Short-Term
Investments and
Net Other Assets 13.2%

Short-Term
Investments and
Net Other Assets 18.4%

* Foreign investments

6.5%

** Foreign investments

7.2%



Annual Report

Investments April 30, 2002

Showing Percentage of Net Assets

Corporate Bonds - 67.2%

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Convertible Bonds - 2.3%

Air Transportation - 0.1%

Continental Airlines, Inc. 4.5% 2/1/07

B2

$ 3,000

$ 2,843

Cable TV - 0.9%

Adelphia Communications Corp. 3.25% 5/1/21

B3

7,000

5,586

EchoStar Communications Corp.:

4.875% 1/1/07

Caa1

3,000

2,672

5.75% 5/15/08 (i)

Caa1

20,000

18,175

26,433

Healthcare - 0.3%

Tenet Healthcare Corp. (Ventas, Inc.) 6% 12/1/05

Ba1

8,950

8,749

Super Retail - 0.0%

Merry-Go-Round Enterprises, Inc. 0% 5/16/97 (d)(k)

-

8,914

0

Technology - 0.1%

Gilat Satellite Networks Ltd. 4.25% 3/15/05

-

12,080

3,020

Telecommunications - 0.9%

American Tower Corp.:

2.25% 10/15/09

Caa1

5,000

3,350

5% 2/15/10

Caa1

11,000

6,215

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

B1

29,000

15,625

NTL Delaware, Inc./NTL, Inc. 5.75% 12/15/09

-

15,000

2,850

28,040

TOTAL CONVERTIBLE BONDS

69,085

Nonconvertible Bonds - 64.9%

Aerospace - 0.2%

Hexcel Corp. 9.75% 1/15/09

Caa1

7,970

6,535

Air Transportation - 1.4%

AMR Corp. 9% 8/1/12

B1

3,000

2,910

Continental Airlines, Inc. pass thru trust certificate:

6.795% 8/2/18

Baa3

2,693

2,545

6.9% 1/2/18

Baa1

2,497

2,445

7.256% 9/15/21

Baa1

2,044

2,023

8.307% 4/2/18

Baa3

484

481

8.312% 10/2/12

Ba2

643

623

Delta Air Lines, Inc. pass thru trust certificate:

7.779% 11/18/05

Ba1

440

446

7.92% 5/18/12

Baa1

2,220

2,250

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Air Transportation - continued

Delta Air Lines, Inc.: - continued

8.3% 12/15/29

Ba3

$ 10,210

$ 8,576

Northwest Airlines pass thru trust certificate: 7.575% 3/1/19

A3

2,418

2,448

7.691% 4/1/17

Baa2

460

445

8.304% 9/1/10

Ba2

2,998

2,848

9.179% 10/1/11

Ba2

1,852

1,741

Northwest Airlines, Inc. 8.875% 6/1/06

B2

11,000

10,395

40,176

Automotive - 0.9%

Collins & Aikman Products Co.:

10.75% 12/31/11 (i)

B1

6,000

6,240

11.5% 4/15/06

B2

2,000

2,010

Dana Corp.:

6.5% 3/1/09

Ba3

4,000

3,620

9% 8/15/11

Ba3

2,000

2,008

10.125% 3/15/10 (i)

Ba3

3,400

3,638

Dana Credit Corp. 7.25% 12/6/02 (i)

Ba3

2,720

2,700

Delco Remy International, Inc. 8.625% 12/15/07

B2

2,750

2,668

Navistar International Corp. 9.375% 6/1/06

Ba1

900

954

Stoneridge, Inc. 11.5% 5/1/12 (i)

B2

2,680

2,787

26,625

Broadcasting - 0.8%

ACME Television LLC/ACME Financial Corp. 10.875% 9/30/04

B3

11,690

11,865

Granite Broadcasting Corp. 10.375% 5/15/05

Ca

4,000

3,800

Sinclair Broadcast Group, Inc. 8% 3/15/12 (i)

B2

4,000

4,040

XM Satellite Radio, Inc. 14% 3/15/10

Caa1

4,750

3,468

23,173

Building Materials - 0.2%

American Standard, Inc. 7.125% 2/15/03

Ba2

5,763

5,849

Omega Cabinets Ltd. 10.5% 6/15/07

B3

650

689

6,538

Cable TV - 13.4%

Adelphia Communications Corp.:

7.5% 1/15/04

B2

13,000

11,440

8.125% 7/15/03

B2

510

454

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Cable TV - continued

Adelphia Communications Corp.: - continued

9.25% 10/1/02

B2

$ 43,105

$ 38,795

10.25% 11/1/06

B2

9,790

8,224

10.25% 6/15/11

B2

21,665

17,982

Century Communications Corp.:

0% 3/15/03

B2

2,000

1,720

0% 1/15/08

B2

5,880

2,793

8.75% 10/1/07

B2

1,105

961

8.875% 1/15/07

B2

6,111

5,378

9.5% 3/1/05

B2

5,675

5,164

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

8.625% 4/1/09

B2

8,725

7,765

9.625% 11/15/09

B2

10,940

10,174

9.625% 11/15/09 (i)

B2

3,000

2,760

10% 4/1/09

B2

2,000

1,900

10% 5/15/11

B2

29,770

27,686

CSC Holdings, Inc.:

7.875% 12/15/07

Ba2

3,000

2,880

10.5% 5/15/16

Ba3

700

714

Diamond Cable Communications PLC yankee:

11.75% 12/15/05 (d)

Ca

22,205

7,772

13.25% 9/30/04 (d)

Ca

21,800

7,630

Echostar Broadband Corp. 10.375% 10/1/07

B1

11,115

11,782

EchoStar DBS Corp.:

9.125% 1/15/09 (i)

B1

21,350

21,991

9.25% 2/1/06

B1

6,100

6,253

9.375% 2/1/09

B1

6,121

6,366

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 11.875% 9/15/07

B2

8,576

8,276

International Cabletel, Inc.:

11.5% 2/1/06 (d)

Ca

53,673

20,932

12.75% 4/15/05 (d)

Ca

16,288

6,352

NTL Communications Corp.:

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

Ca

22,620

7,917

11.5% 10/1/08 (d)

Ca

7,000

2,730

11.875% 10/1/10 (d)

Ca

8,100

3,159

NTL, Inc.:

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

Ca

17,310

5,885

10% 2/15/07 (d)

Ca

2,500

975

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Cable TV - continued

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B2

$ 11,910

$ 10,838

PanAmSat Corp.:

6% 1/15/03

Ba2

16,420

16,461

6.125% 1/15/05

Ba2

13,630

13,221

6.375% 1/15/08

Ba2

4,660

4,357

8.5% 2/1/12 (i)

Ba3

8,000

8,020

Pegasus Communications Corp.:

9.625% 10/15/05

B3

25,714

16,200

9.75% 12/1/06

B3

5,000

3,150

Pegasus Media & Communications, Inc. 12.5% 7/1/05

CCC+

3,700

3,034

Pegasus Satellite Communications, Inc.:

0% 3/1/07 (f)

Caa1

24,200

8,470

12.375% 8/1/06

B3

23,325

14,228

Telewest Communications PLC:

0% 4/15/09 (f)

Caa3

3,500

1,470

0% 2/1/10 (f)

Caa3

3,500

1,295

9.875% 2/1/10

Caa3

1,155

647

Telewest PLC yankee:

9.625% 10/1/06

Caa3

4,910

2,750

11% 10/1/07

Caa3

52,993

29,146

United Pan-Europe Communications NV:

0% 8/1/09 (d)(f)

Ca

43,750

4,813

0% 11/1/09 (f)

Ca

12,500

1,375

0% 2/1/10 (d)(f)

Ca

10,000

900

10.875% 8/1/09 (d)

Ca

3,350

436

11.25% 11/1/09

Ca

5,000

600

11.25% 2/1/10 (d)

Ca

5,120

614

11.5% 2/1/10 (d)

Ca

5,800

696

407,531

Capital Goods - 0.7%

Blount, Inc. 7% 6/15/05

Caa1

7,000

6,195

Dresser, Inc. 9.375% 4/15/11 (i)

B2

5,000

5,200

Kansas City Southern Railway Co. 9.5% 10/1/08

Ba2

1,860

2,013

Roller Bearing Co. of America, Inc. 9.625% 6/15/07

B-

320

307

Tyco International Group SA 6.125% 1/15/09

Baa2

11,000

8,722

22,437

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Chemicals - 1.6%

Huntsman ICI Chemicals LLC 10.125% 7/1/09

Caa1

$ 4,450

$ 4,005

Huntsman ICI Holdings LLC 0% 12/31/09

Caa2

6,490

1,623

Huntsman International LLC 9.875% 3/1/09 (i)

B3

6,370

6,418

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

B2

1,770

1,841

Lyondell Chemical Co.:

9.5% 12/15/08 (i)

Ba3

4,000

3,930

9.625% 5/1/07

Ba3

18,260

18,077

Methanex Corp. yankee 7.4% 8/15/02

Ba1

3,000

3,000

PolyOne Corp. 8.875% 5/1/12

Baa3

2,000

2,029

Sterling Chemicals, Inc.:

11.75% 8/15/06 (d)

-

670

94

12.375% 7/15/06 (d)

-

8,620

7,413

48,430

Consumer Products - 1.3%

Icon Health & Fitness, Inc. 12% 9/27/05 (i)

-

4,000

4,160

Pennzoil-Quaker State Co.:

7.375% 4/1/29

Ba2

2,000

2,129

9.4% 12/1/02 (g)

Ba2

590

602

10% 11/1/08 (i)

Ba3

5,030

5,898

Quaker State Corp. 6.625% 10/15/05

Ba2

4,830

4,963

Revlon Consumer Products Corp.:

8.125% 2/1/06

Caa3

16,000

11,040

8.625% 2/1/08

Ca

18,863

8,677

12% 12/1/05 (i)

Caa1

2,000

2,010

39,479

Containers - 1.0%

Crown Cork & Seal, Inc. 7.375% 12/15/26

Ca

4,000

2,520

Owens-Illinois, Inc.:

7.15% 5/15/05

B3

5,890

5,625

7.8% 5/15/18

B3

7,950

6,678

7.85% 5/15/04

B3

5,790

5,674

8.1% 5/15/07

B3

670

647

Sealed Air Corp.:

6.95% 5/15/09 (i)

Baa3

2,120

1,950

8.75% 7/1/08 (i)

Baa3

6,820

6,956

30,050

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Diversified Financial Services - 1.8%

AmeriCredit Corp. 9.875% 4/15/06

Ba1

$ 3,700

$ 3,885

Capital One Financial Corp.:

7.25% 12/1/03

Baa3

5,410

5,369

8.75% 2/1/07

Baa3

8,000

8,120

GS Escrow Corp.:

7% 8/1/03

Ba1

21,140

21,435

7.125% 8/1/05

Ba1

10,000

10,061

Metris Companies, Inc.:

10% 11/1/04

Ba3

5,403

4,809

10.125% 7/15/06

Ba3

1,000

930

54,609

Diversified Media - 0.7%

Fox Family Worldwide, Inc. 9.25% 11/1/07

Baa1

17,315

18,397

Penton Media, Inc. 11.875% 10/1/07 (i)

B3

3,000

2,970

21,367

Electric Utilities - 11.7%

AES Corp.:

7.375% 6/15/03

Ba1

26,135

23,522

8.75% 12/15/02

Ba1

14,960

14,212

8.875% 2/15/11

Ba1

3,570

2,856

9.375% 9/15/10

Ba1

30,408

25,087

9.5% 6/1/09

Ba1

2,280

1,927

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

Ba1

14,525

11,911

Calpine Corp. 8.5% 2/15/11

B1

29,000

24,650

CMS Energy Corp.:

6.75% 1/15/04

Ba3

13,694

13,762

7.5% 1/15/09

Ba3

12,500

12,625

7.625% 11/15/04

Ba3

15,325

15,670

8.125% 5/15/02

Ba3

47,314

47,314

Edison International 6.875% 9/15/04

B3

24,000

22,440

Mission Energy Co. 8.125% 6/15/02 (i)

Baa3

22,000

22,000

Orion Power Holdings, Inc. 12% 5/1/10

Ba1

4,900

5,635

Pacific Gas & Electric Co.:

5.875% 10/1/05

B3

3,365

3,516

6.25% 8/1/03

B3

12,140

12,019

6.25% 3/1/04

B3

11,320

11,207

7.05% 3/1/24

B3

9,840

9,151

7.375% 11/1/05 (d)(i)

Caa2

44,950

51,243

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Electric Utilities - continued

Pacific Gas & Electric Co.: - continued

8.375% 5/1/25

B3

$ 2,610

$ 2,532

Southern California Edison Co.:

5.625% 10/1/02

Ba2

3,180

3,148

6.25% 6/15/03

Ba2

1,765

1,739

8.95% 11/3/03

Ba3

12,060

12,362

Western Resources, Inc. 7.25% 8/15/02

Ba1

5,813

5,871

356,399

Energy - 4.2%

Abraxas Petroleum Corp./Canadian Abraxas Petroleum Ltd. 11.5% 11/1/04

Caa3

3,500

2,625

Belden & Blake Corp. 9.875% 6/15/07

Caa3

10,000

9,000

Chesapeake Energy Corp.:

7.875% 3/15/04

B1

11,017

11,292

8.125% 4/1/11

B1

8,260

8,301

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

B1

360

369

Forest Oil Corp. 8% 12/15/11

Ba3

4,460

4,583

Grant Prideco, Inc. 9.625% 12/1/07

Ba3

6,330

6,615

Hanover Equipment Trust 8.5% 9/1/08 (i)

Ba3

1,300

1,323

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

Ba3

3,670

3,789

Magnum Hunter Resources, Inc. 9.6% 3/15/12 (i)

B2

2,040

2,142

Nuevo Energy Co.:

9.375% 10/1/10

B2

3,315

3,315

9.5% 6/1/08

B2

5,270

5,270

Ocean Rig Norway AS 10.25% 6/1/08

B3

5,685

5,117

Parker & Parsley Petroleum Co. 8.875% 4/15/05

Ba1

3,000

3,097

Parker Drilling Co. 9.75% 11/15/06

B1

2,000

2,060

Pioneer Natural Resources Co. 7.5% 4/15/12

Ba1

4,000

4,020

R&B Falcon Corp. 9.125% 12/15/03

Baa3

9,675

11,030

SESI LLC 8.875% 5/15/11

B1

2,920

2,935

Tesoro Petroleum Corp.:

9.625% 11/1/08

B1

425

430

9.625% 4/1/12 (i)

B1

7,105

7,247

Triton Energy Ltd. yankee 8.875% 10/1/07

BBB

7,000

7,648

Vintage Petroleum, Inc.:

7.875% 5/15/11

B1

2,350

2,209

8.25% 5/1/12 (i)

Ba3

10,000

9,988

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Energy - continued

Vintage Petroleum, Inc.: - continued

9% 12/15/05

B1

$ 3,320

$ 3,370

Western Oil Sands, Inc. 8.375% 5/1/12 (i)

Ba2

9,070

9,353

127,128

Entertainment/Film - 1.0%

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

6,940

6,975

9.5% 2/1/11

Caa3

11,710

11,769

9.875% 2/1/12 (i)

Caa3

3,000

3,045

Cinemark USA, Inc. 9.625% 8/1/08

Caa2

570

570

IMAX Corp. 7.875% 12/1/05

Caa2

11,020

8,320

30,679

Environmental - 0.9%

Allied Waste North America, Inc.:

8.5% 12/1/08

Ba3

11,710

11,886

10% 8/1/09

B2

935

958

Browning-Ferris Industries, Inc.:

6.1% 1/15/03

Ba3

10,000

9,950

6.375% 1/15/08

Ba3

400

364

7.4% 9/15/35

Ba3

4,066

3,171

26,329

Food and Drug Retail - 2.2%

Pathmark Stores, Inc. 8.75% 2/1/12

B2

14,040

14,567

Rite Aid Corp.:

6% 12/15/05 (i)

Caa3

9,345

7,009

6.125% 12/15/08 (i)

Caa3

4,500

2,700

7.125% 1/15/07

Caa3

11,085

8,314

12.5% 9/15/06

B-

38,940

35,046

67,636

Food/Bev/Tobacco - 0.3%

Doane Pet Care Co. 9.75% 5/15/07

BB-

3,738

2,897

Dole Food Co., Inc. 7.25% 5/1/09 (i)

Ba1

5,000

4,975

7,872

Gaming - 0.2%

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

Baa3

2,000

2,058

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Gaming - continued

International Game Technology 7.875% 5/15/04

Ba1

$ 2,150

$ 2,236

Mirage Resorts, Inc. 6.75% 8/1/07

Ba1

2,860

2,835

7,129

Healthcare - 1.4%

Broadlane, Inc. 6% 3/31/03 (k)

-

11,000

10,945

Columbia/HCA Healthcare Corp.:

8.12% 8/4/03

Ba1

6,200

6,425

8.125% 8/4/03

Ba1

2,960

3,067

IASIS Healthcare Corp. 13% 10/15/09

B3

550

564

Service Corp. International (SCI):

6% 12/15/05

B1

2,320

2,088

6.3% 3/15/03

B1

9,335

9,055

6.5% 3/15/08

B1

2,320

2,018

7% 6/1/15

B1

2,000

1,840

Ventas Realty LP/Ventas Capital Corp. 9% 5/1/12 (i)

Ba3

4,975

5,112

41,114

Homebuilding/Real Estate - 1.2%

Champion Home Builders Co. 11.25% 4/15/07 (i)

B2

3,000

3,030

Corrections Corp. of America 9.875% 5/1/09 (i)

B2

2,130

2,199

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

Ba3

5,000

5,138

Del Webb Corp. 9% 2/15/06

Ba1

2,500

2,531

LNR Property Corp.:

9.375% 3/15/08

Ba3

18,175

18,720

10.5% 1/15/09

Ba3

2,000

2,120

MeriStar Hospitality Operating Partnership LP/MeriStar Hospitality Finance Corp. II 10.5% 6/15/09 (i)

B1

4,000

4,285

38,023

Hotels - 2.6%

Courtyard by Marriott II LP/Courtyard II Finance Co. 10.75% 2/1/08

B1

16,605

17,145

Hilton Hotels Corp.:

7.2% 12/15/09

Ba1

4,000

3,800

7.625% 5/15/08

Ba1

2,000

2,000

Host Marriott LP 9.5% 1/15/07 (i)

Ba3

13,380

14,082

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Hotels - continued

ITT Corp.:

6.75% 11/15/03

Ba1

$ 13,430

$ 13,464

6.75% 11/15/05

Ba1

17,890

17,711

Prime Hospitality Corp. 8.375% 5/1/12 (i)

B1

5,000

5,088

Starwood Hotels & Resorts Worldwide, Inc. 7.875% 5/1/12 (i)

Ba1

5,000

5,013

78,303

Insurance - 0.1%

Fairfax Financial Holdings Ltd. yankee 7.375% 4/15/18

Ba2

6,000

4,260

Leisure - 0.2%

Six Flags, Inc. 8.875% 2/1/10 (i)

B3

7,000

7,140

Metals/Mining - 1.1%

Better Minerals & Aggregates Co. 13% 9/15/09

B3

5,060

5,174

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

B3

6,550

6,288

Kaiser Aluminum & Chemical Corp.:

9.875% 2/15/49 (d)

D

2,570

2,005

10.875% 10/15/06 (d)

Caa2

3,190

2,488

12.75% 2/1/03 (d)

Ca

5,250

1,260

Phelps Dodge Corp.:

7.125% 11/1/27

Baa3

8,000

5,920

9.5% 6/1/31

Baa3

10,240

9,882

33,017

Paper - 0.2%

Fort James Corp. 6.875% 9/15/07

Baa3

4,000

3,800

U.S. Timberlands Klamath Falls LLC/Ventas Timberlands Finance Corp. 9.625% 11/15/07

B2

2,800

1,904

5,704

Publishing/Printing - 0.6%

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

B2

2,800

2,947

Hollinger Participation Trust 12.125% 11/15/10 pay-in-kind (i)

B3

5,268

5,005

K-III Communications Corp. 8.5% 2/1/06

B1

6,985

6,252

Maxwell Communication Corp. PLC euro 5% 6/16/10 (d)

-

CHF

4

0

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Publishing/Printing - continued

PRIMEDIA, Inc.:

7.625% 4/1/08

B1

$ 1,640

$ 1,386

8.875% 5/15/11

B1

4,440

3,885

19,475

Railroad - 0.4%

TFM SA de CV 0% 6/15/09 (f)

B1

11,650

10,805

Restaurants - 0.1%

AFC Enterprises, Inc. 10.25% 5/15/07

B2

390

410

Tricon Global Restaurants, Inc. 7.45% 5/15/05

Ba1

2,800

2,842

3,252

Services - 0.0%

Pierce Leahy Corp. 9.125% 7/15/07

B2

1,550

1,624

Steels - 0.1%

AK Steel Corp. 7.875% 2/15/09

B1

4,100

4,121

Super Retail - 3.8%

Dillard's, Inc.:

6.125% 11/1/03

Ba1

4,000

3,920

6.31% 8/1/12 (j)

Ba1

12,000

12,000

6.39% 8/1/03

Ba1

15,345

15,115

6.43% 8/1/04

Ba1

5,000

4,875

6.875% 6/1/05

Ba1

3,000

2,880

7.15% 9/1/02

Ba1

10,000

10,025

Gap, Inc. 5.625% 5/1/03

Ba3

6,000

5,880

JCPenney Co., Inc.:

6% 5/1/06

Ba2

3,430

3,121

6.125% 11/15/03

Ba2

2,955

2,911

6.5% 6/15/02

Ba2

2,920

2,905

6.9% 8/15/26

Ba2

18,660

17,914

7.375% 6/15/04

Ba2

5,000

4,950

7.375% 8/15/08

Ba2

3,735

3,660

7.4% 4/1/37

Ba2

8,520

8,307

7.95% 4/1/17

Ba2

3,035

2,640

Kmart Corp. 9.875% 6/15/08 (d)(i)

Ca

16,000

7,520

Merry-Go-Round Enterprises, Inc. 7.09% 9/1/03 (d)(k)

-

7,500

0

Saks, Inc. 7.375% 2/15/19

B1

7,800

6,357

114,980

Technology - 1.2%

ChipPAC International Ltd. 12.75% 8/1/09

B3

7,640

8,328

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Technology - continued

Fisher Scientific International, Inc. 8.125% 5/1/12 (i)

B3

$ 4,000

$ 4,015

Loral Space & Communications Ltd. 9.5% 1/15/06

Ca

26,025

18,218

Lucent Technologies, Inc. 7.25% 7/15/06

B2

2,395

1,952

Micron Technology, Inc. 6.5% 9/30/05 (k)

Ba2

4,000

3,690

36,203

Telecommunications - 7.0%

Allegiance Telecom, Inc. 0% 2/15/08 (f)

Caa2

6,000

900

American Cellular Corp. 9.5% 10/15/09

B2

6,760

4,462

American Tower Corp. 9.375% 2/1/09

Caa1

4,000

2,840

Avaya, Inc. 11.125% 4/1/09

Ba2

2,900

2,726

Cincinnati Bell Telephone Co. 6.3% 12/1/28

Ba1

2,000

1,360

Crown Castle International Corp.:

9.375% 8/1/11

B3

20,980

17,938

9.5% 8/1/11

B3

3,120

2,699

10.75% 8/1/11

B3

6,010

5,529

Exodus Communications, Inc.:

11.25% 7/1/08 (d)

B-

1,650

297

11.625% 7/15/10 (d)

B

4,000

720

Focal Communications Corp. 0% 2/15/08 (f)

Caa3

3,015

543

Horizon PCS, Inc. 13.75% 6/15/11 (i)

Caa1

5,000

3,650

ITC DeltaCom, Inc.:

8.875% 3/1/08

Ca

7,000

1,890

9.75% 11/15/08

Ca

5,000

1,650

Leap Wireless International, Inc. 12.5% 4/15/10

Caa2

2,000

1,220

Loral CyberStar, Inc. 10% 7/15/06

Caa1

17,221

13,260

Lucent Technologies, Inc.:

6.45% 3/15/29

B2

1,320

825

6.5% 1/15/28

B2

3,325

2,078

Nextel Communications, Inc. 12% 11/1/08

B1

6,000

4,620

Nextel Partners, Inc.:

11% 3/15/10

B3

8,945

5,725

11% 3/15/10

B3

5,275

3,376

NEXTLINK Communications, Inc.:

0% 4/15/08 (d)(f)

Ca

20,000

2,050

0% 6/1/09 (d)(f)

Ca

40,813

4,183

0% 12/1/09 (d)(f)

Ca

83,220

8,114

Qwest Capital Funding, Inc. 7.25% 2/15/11

Baa3

7,000

5,079

Qwest Corp. 8.875% 3/15/12 (i)

Baa2

3,000

2,920

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

Telecommunications - continued

Rural Cellular Corp. 9.75% 1/15/10 (i)

B3

$ 12,400

$ 10,168

Satelites Mexicanos SA de CV:

6.34% 6/30/04 (i)(j)

B1

29,336

26,109

10.125% 11/1/04

B3

51,585

33,530

SBA Communications Corp. 10.25% 2/1/09

B3

5,910

4,137

SpectraSite Holdings, Inc.:

0% 4/15/09 (f)

Caa3

7,000

2,380

10.75% 3/15/10

Caa3

580

290

12.5% 11/15/10

Caa3

6,360

3,244

TeleCorp PCS, Inc. 0% 4/15/09 (f)

Baa3

3,874

3,525

Triton PCS, Inc.:

0% 5/1/08 (f)

B2

2,610

2,271

8.75% 11/15/11

B2

6,250

5,781

9.375% 2/1/11

B2

10,000

9,550

WorldCom, Inc. 7.5% 5/15/11

Baa2

20,385

9,581

211,220

Textiles & Apparel - 0.4%

Levi Strauss & Co.:

6.8% 11/1/03

B2

2,000

1,960

11.625% 1/15/08

B2

2,560

2,714

St. John Knits International, Inc. 12.5% 7/1/09

B3

6,235

6,609

11,283

TOTAL NONCONVERTIBLE BONDS

1,970,646

TOTAL CORPORATE BONDS

(Cost $2,238,196)

2,039,731

Asset-Backed Securities - 0.0%

Airplanes pass thru trust certificate 10.875% 3/15/19 (Cost $1,122)

B2

1,452

203

Commercial Mortgage Securities - 1.4%

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

CS First Boston Mortgage Securities Corp. Series 2000-FL1A Class F, 5.0205% 9/15/03 (i)(j)

Ba2

$ 4,000

$ 3,903

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 8.0921% 4/29/39 (i)(j)

-

9,200

7,295

First Union National Bank Commercial Mortgage Trust sequential pay Series 1999-C4 Class G, 6.5% 12/15/31 (i)

BB+

4,040

3,189

Morgan Stanley Capital I, Inc.:

Series 1998-HF1 Class F, 7.18% 12/15/09 (i)

BB+

2,000

1,855

Series 1998-HF2 Class F, 6.01% 11/15/30 (i)

-

6,980

6,116

Mortgage Capital Funding, Inc. Series 1998-MC3 Class F, 7.3146% 11/18/31 (i)(j)

Ba1

3,000

2,584

Nationslink Funding Corp. Series 1998-2 Class F, 7.105% 8/20/30 (i)

BB

4,500

3,606

Nomura Asset Securities Corp. Series 1998-D6 Class B1, 6% 3/15/30 (i)

BB+

4,347

3,119

Nomura Depositor Trust Series 1998-ST1A Class B1A, 4.61% 1/15/03 (i)(j)

-

4,368

4,307

Structured Asset Securities Corp. Series 1995-C1 Class F, 7.375% 9/25/24 (i)

-

5,344

5,324

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $39,832)

41,298

Common Stocks - 8.2%

Shares

Automotive - 0.0%

Exide Technologies warrants 3/18/06 (a)

290

0

Cable TV - 4.5%

EchoStar Communications Corp. Class A (a)

4,847,779

131,846

Pegasus Communications Corp. Class A (a)

1,979,326

4,097

UIH Australia/Pacific, Inc. warrants 5/15/06 (a)

7,450

0

135,943

Containers - 0.3%

Owens-Illinois, Inc. (a)

599,400

9,602

Trivest 1992 Special Fund Ltd. (k)

11,400,000

228

9,830

Diversified Financial Services - 0.2%

Delta Financial Corp. (a)

800

1

Delta Financial Corp. warrants 12/21/10 (a)

143,387

1

Common Stocks - continued

Shares

Value (Note 1)
(000s)

Diversified Financial Services - continued

Delta Funding Residual Exchange Co. LLC Class A (membership interest) (a)

13,527

$ 5,167

Delta Funding Residual Management, Inc. (a)

13,527

0

5,169

Entertainment/Film - 0.0%

AMC Entertainment, Inc. (a)

37,000

537

Food and Drug Retail - 1.8%

Pathmark Stores, Inc. (a)(h)

2,485,824

55,434

Healthcare - 0.0%

National Vision, Inc. (a)(h)

264,733

265

Homebuilding/Real Estate - 0.0%

Swerdlow Real Estate Group, Inc.:

Class A (k)

79,800

0

Class B (k)

19,817

0

0

Insurance - 0.6%

American Financial Group, Inc., Ohio

546,200

16,217

Super Retail - 0.0%

Merry-Go-Round Enterprises, Inc. (a)

1,258,700

0

Technology - 0.1%

Micron Technology, Inc. (a)

100,000

2,370

Telecommunications - 0.3%

Focal Communications Corp. (a)(h)

1,067,225

6,040

Focal Communications Corp. warrants 12/14/07 (a)

251,859

0

Leap Wireless International, Inc.:

warrants 4/15/10 (CV ratio 2.5) (a)(i)

10,900

4

warrants 4/15/10 (CV ratio 5.1) (a)(i)

11,475

5

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

10,000

4

warrants 1/15/07 (CV ratio .6) (a)

5,000

2

Loral Space & Communications Ltd. warrants 12/26/06 (a)

71,225

57

McCaw International Ltd. warrants 4/16/07 (a)(i)

55,220

0

Motient Corp. warrants 4/1/08 (a)

3,800

0

Nextel Communications, Inc. Class A (a)

500,000

2,755

8,867

Textiles & Apparel - 0.4%

Arena Brands Holdings Corp. Class B

659,302

12,692

TOTAL COMMON STOCKS

(Cost $468,547)

247,324

Preferred Stocks - 6.0%

Shares

Value (Note 1)
(000s)

Convertible Preferred Stocks - 0.1%

Diversified Financial Services - 0.1%

Capital One Financial Corp. $3.125

100,000

$ 4,760

Nonconvertible Preferred Stocks - 5.9%

Banks and Thrifts - 0.0%

Associates First Capital Corp. (residual value obligation)

531,600

5

Broadcasting - 0.4%

Granite Broadcasting Corp. $127.50 pay-in-kind

23,591

12,975

Cable TV - 2.5%

CSC Holdings, Inc.:

Series H, $11.75

22,175

2,107

Series M, $11.125

787,956

74,068

NTL, Inc. Series B, $130.00 pay-in-kind

8,630

173

76,348

Diversified Financial Services - 0.7%

American Annuity Group Capital Trust I $2.3125

72,565

1,846

American Annuity Group Capital Trust II $88.75

18,557

17,462

Delta Financial Corp. Series A, $10.00

13,527

0

19,308

Homebuilding/Real Estate - 0.2%

Swerdlow Real Estate Group, Inc.:

junior (k)

19,817

0

mezzanine (k)

79,800

0

senior (k)

79,800

6,648

6,648

Technology - 0.3%

Ampex Corp. 8% non-cumulative

5,028

7,844

Telecommunications - 1.8%

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

16,699

8,016

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

125,978

47,242

XO Communications, Inc. $7.00 pay-in-kind

308,191

3

55,261

TOTAL NONCONVERTIBLE PREFERRED STOCKS

178,389

TOTAL PREFERRED STOCKS

(Cost $297,904)

183,149

Floating Rate Loans - 4.0%

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Automotive - 0.5%

Aftermarket Technology Corp. Tranche B term loan 4.87% 2/8/12 (j)

-

$ 1,158

$ 1,158

Federal-Mogul Financing Trust Tranche B term loan 4.34% 2/24/05 (j)

D

6,985

4,750

Hayes Lemmerz International, Inc. term loan 8.75% 12/15/05 (j)

-

4,988

4,439

Tenneco Automotive, Inc.:

Tranche B term loan 5.88% 12/30/07 (j)

B2

2,481

2,357

Tranche C term loan 6.13% 6/30/08 (j)

B2

2,481

2,357

15,061

Cable TV - 0.1%

United Pan-Europe Communications NV Tranche C term loan 9.1937% 3/31/09 (j)

-

5,000

4,150

Capital Goods - 0.6%

Acterna LLC Tranche B term loan 6.0475% 9/30/07 (j)

-

3,277

2,376

Blount, Inc. Tranche B term loan 6.4297% 6/30/06 (j)

B1

4,735

4,706

Thermadyne Manufacturing LLC:

Tranche B term loan 4.84% 5/22/05 (j)

-

5,854

5,151

Tranche C term loan 5.09% 5/22/06 (j)

-

5,854

5,151

17,384

Chemicals - 0.3%

Huntsman Corp.:

Tranche B term loan 7.125% 6/30/04 (j)

-

3,350

2,881

Tranche C term loan 7.375% 12/31/05 (j)

-

4,050

3,443

Lyondell Chemical Co. sr. secured Tranche E term loan 6.2832% 5/17/06 (j)

Ba3

2,308

2,331

8,655

Electric Utilities - 0.1%

Michigan Electric Transmission Co. LLC term loan 6.25% 5/30/07 (j)

Ba2

1,900

1,919

Energy - 0.2%

Ocean Rig Norway AS Tranche A term loan 6.6513% 6/1/08 (j)

CCC

8,250

7,013

Entertainment/Film - 0.2%

Regal Cinemas, Inc. Tranche B term loan 5.5% 12/31/07 (j)

B1

6,764

6,832

Hotels - 0.1%

Wyndham International, Inc. term loan 6.625% 6/30/06 (j)

-

4,000

3,900

Floating Rate Loans - continued

Moody's Ratings
(unaudited) (b)

Principal Amount
(000s) (e)

Value (Note 1)
(000s)

Super Retail - 0.0%

Merry-Go-Round Enterprises, Inc.
trade claim (d)

-

$ 7,996

$ 0

Merry-Go-Round Enterprises, Inc. term loan (d)

-

4,129

0

0

Technology - 0.0%

Semiconductor Components Industries LLC Tranche C term loan 6.0625% 8/4/07 (j)

B1

1,237

1,169

Telecommunications - 1.8%

Level 3 Communications, Inc.:

Tranche A term loan 4.6175% 9/30/07 (j)

Caa3

3,000

2,070

Tranche B term loan 5.65% 1/15/08 (j)

Caa1

11,750

8,108

Tranche C term loan 5.96% 1/30/08 (j)

-

17,000

11,730

McLeodUSA, Inc. Tranche B term loan
6.23% 5/30/08 (j)

Caa2

4,647

3,160

NEXTLINK Communications, Inc.:

Tranche A term loan 6.5% 12/31/06 (j)

Caa3

6,310

4,291

Tranche B term loan 7% 6/30/07 (j)

Caa3

16,860

11,465

RCN Corp. Tranche B term loan
6.0625% 6/3/07 (j)

Caa1

7,000

5,670

SpectraSite Communications, Inc. Tranche B term loan 5.95% 12/31/07 (j)

B2

8,300

7,387

53,881

Textiles & Apparel - 0.1%

Warnaco Group, Inc. term loan 8/12/02 (j)

-

5,000

1,400

TOTAL FLOATING RATE LOANS

(Cost $121,287)

121,364

Commercial Paper - 1.1%

Pacific Gas & Electric Co.:

1/23/01 (d)

10,000

10,500

1/29/01 (d)

21,706

22,791

TOTAL COMMERCIAL PAPER

(Cost $33,450)

33,291

Money Market Funds - 11.9%

Shares

Fidelity Cash Central Fund, 1.85% (c)
(Cost $362,124)

362,123,534

362,124

Cash Equivalents - 0.3%

Maturity
Amount (000s)

Value (Note 1)
(000s)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 1.7%, dated 4/30/02 due 5/1/02
(Cost $9,014)

$ 9,014

$ 9,014

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $3,571,476)

3,037,498

NET OTHER ASSETS - (0.1)%

(2,442)

NET ASSETS - 100%

$ 3,035,056

Currency Abbreviations

CHF

-

Swiss franc

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc. For certain securities not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser.

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

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

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

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

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

(h) Affiliated company

(i) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $387,437,000 or 12.8% of net assets.

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

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Broadlane, Inc. 6% 3/31/03

7/9/01

$ 10,533

Merry-Go-Round Enterprises, Inc. 7.09% 9/1/03

3/21/94

$ 6,450

Merry-Go-Round Enterprises, Inc. 0% 5/16/97

3/1/94 - 3/24/94

$ 7,680

Micron Technology, Inc. 6.5% 9/30/05

3/3/99

$ 3,096

Swerdlow Real Estate Group, Inc.: Class A

1/15/99

$ 11

Class B

1/15/99

$ 3

junior

1/15/99

$ 3

mezzanine

1/15/99

$ 79

senior

1/15/99

$ 7,619

Trivest 1992 Special Fund Ltd.

7/2/92

$ -

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.1%

AAA, AA, A

1.4%

Baa

4.5%

BBB

7.6%

Ba

22.1%

BB

18.0%

B

26.3%

B

22.4%

Caa

9.4%

CCC

12.5%

Ca, C

4.4%

CC, C

2.2%

D

2.3%

The percentage not rated by Moody's or S&P amounted to 3.2%. FMR has determined that unrated debt securities that are lower quality account for 3.2% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $3,463,048,000 and $3,001,640,000, respectively, of which long-term U.S. government and government agency obligations aggregated $113,645,000 and $111,649,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $31,000 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $21,511,000 or 0.7% of net assets.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which loans were outstanding amounted to $23,445,000. The weighted average interest rate was 2.06%. At period end there were no bank borrowings outstanding.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $121,364,000 or 4.0% of net assets.

Income Tax Information

At April 30, 2002, the aggregate cost of investment securities for income tax purposes was $3,551,085,000. Net unrealized depreciation aggregated $513,587,000, of which $107,063,000 related to appreciated investment securities and $620,650,000 related to depreciated investment securities.

At April 30, 2002, the fund had a capital loss carryforward of approximately $560,193,000 of which $109,257,000 and $450,936,000 will expire on April 30, 2009 and 2010, respectively.

The fund intends to elect to defer to its fiscal year ending April 30, 2003 approximately $173,255,000 of losses recognized during the period November 1, 2001 to April 30, 2002.

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)

April 30, 2002

Assets

Investment in securities, at value (including securities loaned of $3,761 and repurchase agreements of $9,014)(cost $3,571,476) - See accompanying schedule

$ 3,037,498

Cash

1,272

Receivable for investments sold

54,092

Receivable for fund shares sold

4,370

Dividends receivable

522

Interest receivable

49,347

Redemption fees receivable

2

Other receivables

4,498

Total assets

3,151,601

Liabilities

Payable for investments purchased

$ 106,999

Payable for fund shares redeemed

2,019

Distributions payable

1,565

Accrued management fee

1,451

Other payables and accrued expenses

610

Collateral on securities loaned, at value

3,901

Total liabilities

116,545

Net Assets

$ 3,035,056

Net Assets consist of:

Paid in capital

$ 4,212,764

Undistributed net investment income

89,072

Accumulated undistributed net realized gain (loss) on investments

(732,804)

Net unrealized appreciation (depreciation) on investments

(533,976)

Net Assets, for 453,412 shares outstanding

$ 3,035,056

Net Asset Value, offering price and redemption price per share ($3,035,056 ÷ 453,412 shares)

$ 6.69

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 April 30, 2002

Investment Income

Dividends

$ 23,495

Interest

251,189

Security lending

410

Total income

275,094

Expenses

Management fee

$ 17,112

Transfer agent fees

5,667

Accounting and security lending fees

773

Non-interested trustees' compensation

7

Custodian fees and expenses

82

Registration fees

151

Audit

131

Legal

24

Interest

3

Miscellaneous

119

Total expenses before reductions

24,069

Expense reductions

(103)

23,966

Net investment income (loss)

251,128

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities (including realized gain (loss) of $6,968 on sales of investments in affiliated issuers)

(421,277)

Change in net unrealized appreciation (depreciation) on investment securities

4,723

Net gain (loss)

(416,554)

Net increase (decrease) in net assets resulting from operations

$ (165,426)

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
April 30,
2002

Year ended
April 30,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 251,128

$ 290,908

Net realized gain (loss)

(421,277)

(351,711)

Change in net unrealized appreciation
(depreciation)

4,723

(260,236)

Net increase (decrease) in net assets resulting from operations

(165,426)

(321,039)

Distributions to shareholders from net investment
income

(230,785)

(254,411)

Share transactions
Net proceeds from sales of shares

901,192

1,228,185

Reinvestment of distributions

206,872

223,425

Cost of shares redeemed

(788,930)

(946,818)

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

319,134

504,792

Redemption fees

1,330

2,670

Total increase (decrease) in net assets

(75,747)

(67,988)

Net Assets

Beginning of period

3,110,803

3,178,791

End of period (including undistributed net investment income of $89,072 and undistributed net investment income of $93,189, respectively)

$ 3,035,056

$ 3,110,803

Other Information

Shares

Sold

129,464

146,891

Issued in reinvestment of distributions

29,897

26,915

Redeemed

(113,903)

(113,788)

Net increase (decrease)

45,458

60,018

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

Annual Report

Financial Highlights

Years ended April 30,

2002

2001

2000

1999

1998

Selected Per-Share Data

Net asset value, beginning of period

$ 7.630

$ 9.140

$ 10.290

$ 10.680

$ 9.280

Income from Investment Operations

Net investment income (loss)B

.592D

.781

.872

.863

.721

Net realized and unrealized gain (loss)

(.990)D

(1.612)

(.799)

(.024)

1.385

Total from investment operations

(.398)

(.831)

.073

.839

2.106

Distributions from net investment income

(.545)

(.686)

(.743)

(.974)

(.710)

Distributions from net realized gain

-

-

(.487)

(.260)

-

Total distributions

(.545)

(.686)

(1.230)

(1.234)

(.710)

Redemption fees added to paid in capital B

.003

.007

.007

.005

.004

Net asset value, end of period

$ 6.690

$ 7.630

$ 9.140

$ 10.290

$ 10.680

Total Return A

(5.16)%

(9.37)%

.94%

9.34%

23.59%

Ratios to Average Net AssetsC

Expenses before expense reductions

.81%

.79%

.83%

.82%

.83%

Expenses net of voluntary waivers, if any

.81%

.79%

.83%

.82%

.83%

Expenses net of all reductions

.81%

.78%

.82%

.81%

.82%

Net investment income (loss)

8.48%D

9.32%

9.09%

8.84%

7.23%

Supplemental Data

Net assets, end of period (in millions)

$ 3,035

$ 3,111

$ 3,179

$ 2,589

$ 2,356

Portfolio turnover rate

125%

82%

88%

125%

179%

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

B Calculated based on average shares outstanding during the period.

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

D Effective May 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.074 and decrease net realized and unrealized gain (loss) per share by $.074. Without this change the ratio of net investment income to average net assets would have been 7.42%. Per share data, ratios and supplemental data for prior periods have not been restated to reflect this change.

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

Annual Report

Notes to Financial Statements

For the period ended April 30, 2002

1. Significant Accounting Policies.

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

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

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

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

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.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the fund is not subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes, if any, under the caption "Income Tax Information."

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

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

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the fund or are invested in a cross-section of other Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Distributions to Shareholders. Distributions 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. These differences are primarily due to differing treatments for prior period premium and discount on debt securities, defaulted bonds, market discount, partnerships, non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Annual Report

1. Significant Accounting Policies - continued

Distributions to Shareholders - continued

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

As of April 30, 2002, undistributed net income and accumulated loss on a tax basis were as follows:

Undistributed ordinary income

$ 19,014,000

Capital loss carryforwards

$ 560,193,000

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

Ordinary income

$ 230,785,000

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 270 days are subject to a short-term trading fee equal to 1.00% of the proceeds of the redeemed shares. The fee, which is retained by the fund, is accounted for as an addition to paid in capital.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

Change in Accounting Principle. Effective May 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in an $18,880,000 increase to the cost of securities held and a corresponding increase to accumulated net undistributed realized gain (loss), based on securities held by the fund on May 1, 2001.

The effect of this change during the period, was to increase net investment income by $31,270,000; decrease net unrealized appreciation/depreciation by $12,819,000; and decrease net realized gain (loss) by $18,451,000. The Statement of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation.

2. Operating Policies.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the fund's investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

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

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

3. Purchases and Sales of Investments.

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

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

Annual Report

4. Fees and Other Transactions with Affiliates - continued

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

Accounting and Security Lending Fees. FSC maintains the fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $4,506,000 for the period.

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

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If

Annual Report

Notes to Financial Statements - continued

6. Security Lending - continued

the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

8. Expense Reductions.

Certain security trades were directed to brokers who paid $67,000 of the fund's expenses. 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 $24,000 and $12,000, respectively.

9. Transactions with Affiliated Companies.

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Transactions during the period with companies which are or were affiliates are as follows:

Summary of Transactions with Affiliated Companies

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Focal Communications Corp.

$ 4,685

$ 98

$ -

$ 6,040

National Vision, Inc.

-

19

-

265

Pathmark Stores, Inc.

3,133

26,614

-

55,434

TOTALS

$ 7,818

$ 26,731

$ -

$ 61,739

10. Other Information.

At the end of the period, the Fidelity Freedom Funds, managed by Strategic Advisers, Inc., an affiliate of FMR, were record owners, in the aggregate, of approximately 23% of the total outstanding shares of the fund.

Annual Report

Report of Independent Accountants

To the Trustees of Fidelity Summer Street Trust and the Shareholders of Fidelity Capital & 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 Capital & Income Fund (a fund of Fidelity Summer Street Trust) at April 30, 2002, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Capital & Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at April 30, 2002 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
June 14, 2002

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy and William S. Stavropoulos, each of the Trustees oversees 261 funds advised by FMR or an affiliate. Mr. McCoy oversees 263 funds advised by FMR or an affiliate, and Mr. Stavropoulos oversees 201 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. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (71)**

Year of Election or Appointment: 1977

President of Capital & Income Fund. Mr. Johnson also serves as President of other Fidelity funds. He is Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; a Director of Fidelity Management & Research (U.K.) Inc.; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director (1997) of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (40)**

Year of Election or Appointment: 2001

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

Peter S. Lynch (59)

Year of Election or Appointment: 1990

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

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

** Edward C. Johnson 3d, Trustee and President of the funds, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

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

Name, Age; Principal Occupation

J. Michael Cook (59)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of AT&T (2001), International Flavors & Fragrances, Inc. (2000), Rockwell Automation International (2000), The Dow Chemical Company (2000), and HCA - The Healthcare Company (1999). He is a Member of the Advisory Board of the Securities Regulation Institute, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), a Director of the STAR Foundation (Society to Advance the Retarded and Handicapped), and is Chairman of the Accountability Advisory Panel to the Comptroller General of the United States. He also serves as a member of the Board of Overseers of the Columbia Business School and a Member of the Advisory Board of the Graduate School of Business of the University of Florida.

Ralph F. Cox (69)

Year of Election or Appointment: 1991

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

Phyllis Burke Davis (70)

Year of Election or Appointment: 1992

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

Robert M. Gates (58)

Year of Election or Appointment: 1997

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

Donald J. Kirk (69)

Year of Election or Appointment: 1987

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

Marie L. Knowles (55)

Year of Election or Appointment: 2001

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

Ned C. Lautenbach (58)

Year of Election or Appointment: 2000

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

Marvin L. Mann (69)

Year of Election or Appointment: 1993

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

William O. McCoy (68)

Year of Election or Appointment: 1997

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

William S. Stavropoulos (62)

Year of Election or Appointment: 2001

Mr. Stavropoulos also serves as a Trustee (2001) or Member of the Advisory Board (2000) of other investment companies advised by FMR. He is Chairman of the Board and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions, 1997), BellSouth Corporation (telecommunications, 1997), and the Chemical Financial Corporation. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research and Fordham University. In addition, Mr. Stavropoulos is a member of the American Chemical Society, The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

Executive Officers:

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

Name, Age; Principal Occupation

Robert A. Lawrence (49)

Year of Election or Appointment: 2000

Vice President of Capital & Income Fund. Mr. Lawrence serves as Vice President of certain High Income Bond Funds (2000), Vice President of Fidelity Real Estate High Income Fund and Fidelity Real Estate High Income Fund II (1996), Vice President of certain Equity Funds (1997), and Senior Vice President of FMR Co., Inc. (2001) and FMR.

David L. Glancy (41)

Year of Election or Appointment: 1996

Vice President of Capital & Income Fund. Mr. Glancy also is Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Glancy managed a variety of Fidelity funds.

Name, Age; Principal Occupation

Eric D. Roiter (53)

Year of Election or Appointment: 1998

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

Maria F. Dwyer (43)

Year of Election or Appointment: 2002

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

John H. Costello (55)

Year of Election or Appointment: 1986

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

Paul F. Maloney (52)

Year of Election or Appointment: 2001

Assistant Treasurer of Capital & Income Fund. Mr. Maloney also serves as Assistant Treasurer of other Fidelity funds (2001) and is an employee of FMR. Previously, Mr. Maloney served as Vice President of Fidelity Reporting, Accounting and Pricing Services (FRAPS).

Thomas J. Simpson (43)

Year of Election or Appointment: 2000

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

Annual Report

Distributions

A total of 0.77% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2003 of amounts for use in preparing 2002 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

If you are not currently on the Internet, call EarthLink Sprint at 1-800-288-2967, and be sure to ask for registration number SMD004 to receive a special Fidelity package that includes 30 days of free Internet access. EarthLink is North America's #1 independent Internet access provider.

(computer_graphic)

Fidelity On-line Xpress+®

Fidelity On-line Xpress+ software for Windows combines comprehensive portfolio management capabilities, securities trading and access to research and analysis tools . . . all on your desktop. Call Fidelity at 1-800-544-0240 or visit our web site for more information on how to manage your investments via your PC.

* 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

If more than one address is listed, please locate the address that is closest to you. We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

Selling shares

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

400 East Las Colinas Blvd.
Irving, TX 75039-5587

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 660602
Dallas, TX 75266-0602

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Annual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

Fidelity's Taxable Bond Funds

Capital & Income

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Investment Grade Bond

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Short-Term Bond

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Spartan Investment Grade Bond

Strategic Income

Target Timeline® 2003

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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